Common use of The Proxy Statement Clause in Contracts

The Proxy Statement. (a) On or prior to December 31, 2022, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq and (ii) the approval of the Amended Purchaser Certificate of Incorporation to in part increase the authorized capital stock of the Purchaser; and (iii) such other matters as the Seller and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser Stockholder Approval Matters”); and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller (and its counsel) with sufficient opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the SellerCompany, and file with the SEC a Proxy Statement Form S-4 (or other applicable form) registration statement and proxy statement in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Merger Consideration (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, vote at a special meeting of the Purchaser’s Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of the Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate of Incorporation to in part increase Incorporation, including the authorized capital stock change of name of the Purchaser; and , (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Parties (the “Incentive Plan”), and which will provide for awards for a number of shares of the Purchaser Common Stock equal (A) fifteen percent (15%) of the aggregate number of shares of the Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), (vi) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17, (v) such other matters as the Seller Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents Documents, the Securities Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Company (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC, and Purchaser shall consider any such comments timely made in good faith. The Seller Company shall provide the Purchaser with such information concerning the Target Entities Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the SellerCompany, and file with the SEC a Proxy Statement proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special an extraordinary general meeting of the Purchaser’s Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the MergerMerger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL DGCL and the rules and regulations of the SEC and Nasdaq and NYSE, (ii) the change of name of the Purchaser and the adoption and approval of the Amended Organizational Documents, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Company Stockholder and the Purchaser Certificate (the “Incentive Plan”), and which will provide for awards for a number of Incorporation shares of Purchaser Common Stock equal to in part increase the authorized capital stock ten percent (10%) of the Purchaser; aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (iiigiving effect to the Redemption), (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 6.17 hereof, (v) such other matters as the Seller Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents Documents, the DGCL and the rules and regulations of the SEC and NasdaqNYSE. The Purchaser shall cooperate and provide the Seller Company (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Company shall provide the Purchaser with such information concerning the Target Entities Company and their its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31As promptly as practicable after the date hereof, 2022and in consultation with the Company, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement proxy statement (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at calling a special meeting of the Purchaser’s stockholders to be called and held for such purpose shareholders (the “Purchaser Special Shareholder Meeting”), in favor of resolutions approving (i) accordance with the adoption and Purchaser Charter, seeking the approval of this Agreement, and the Purchaser’s shareholders for the transactions contemplated hereby or referred by this Agreement and offering to hereinredeem from the Public Shareholders their Purchaser Ordinary Shares in conjunction with a shareholder vote on the transactions contemplated by this Agreement (the “Redemption”), including and each of the MergerPurchaser and the Company shall use its commercially reasonable efforts to obtain and furnish the information required by the Exchange Act to be included in the Proxy Statement, all in accordance with and as required by the Purchaser’s Organizational Documents, the IPO Prospectus, applicable Law and any applicable rules and regulations of the SEC and Nasdaq. In the Proxy Statement, the Purchaser shall seek approval by the holders of Purchaser Common Stock Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the DCGL BVI Act, and the rules and regulations of the SEC and Nasdaq of (i) this Agreement and the transactions contemplated hereby or referred to herein (including, if required, the issuance of the PIPE Shares), (ii) if required to be approved by the Purchaser’s shareholders, adoption and approval of an Amended and Restated Memorandum and Articles of Association of the Purchaser in form and substance reasonably acceptable to the Purchaser and the Company (the “Amended Charter”) (which Amended Charter, if appropriate as determined by the Purchaser, will be adopted by the Purchaser Certificate in two separate amendments, one prior to the consummation of Incorporation the PIPE Investment in order to further detail the rights of any PIPE Shares, as necessary, and the other to become effective at the time of the Closing and upon registration by the BVI Registry to, among other things, change the name of the Purchaser effective as of the Closing to “Borqs Technologies, Inc.”, (iii) adoption and approval of a new equity incentive plan in part increase a form to be agreed by the authorized capital stock Purchaser and the Company, acting reasonably (the “Purchaser Equity Plan”), and which will provide for awards for a number of Purchaser Ordinary Shares (including those for the Assumed Options) equal to the difference between (A) thirteen and one-half percent (13.5%) of the aggregate number of Purchaser Ordinary Shares issued and outstanding immediately after the Closing, less (B) the number of Purchaser Ordinary Shares that are subject to the Assumed Options, (iv) to appoint, and designate the classes of, the members of the board of directors of the Purchaser; , and appoint the members of any committees thereof, in each case in accordance with Section 5.17 hereof, (iiiv) such to obtain any and all other matters as the Seller and the Purchaser shall hereafter mutually determine to be approvals necessary or appropriate in order advisable to effect the Merger and consummation of the other transactions contemplated by this Agreement and the Ancillary Documents (the approvals described in the foregoing clauses (i) through (iiiv), collectively, the “Purchaser Stockholder Shareholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Nasdaq (and its counsel) with sufficient opportunity to review and comment on the such Proxy Statement and the documents included or referred to therein pursuant to which the Redemption will be made, together with any amendment or supplement thereto prior to filing additional soliciting materials, supplements, amendments and/or exhibits thereto, the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise“Proxy Documents”), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the SellerCompany, and file with the SEC a Proxy Statement proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters, which shall include, if requested by the Company, a joint registration statement (the “Registration Statement”) relating to the registration under the Securities Act of the Merger Consideration Shares. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the MergerMerger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Act, the DCGL and the rules and regulations of the SEC and Nasdaq and Nasdaq, (ii) the approval change of name of the Amended Purchaser Certificate of Incorporation to in part increase (iii) the authorized capital stock appointment of the Purchaser; and members of the Post-Closing Purchaser Board in accordance with Section 6.16 hereof, (iiiiv) such other matters as the Seller Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iiiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Company (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Company shall provide the Purchaser with such information concerning the Target Entities Company and their its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement proxy statement (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote), at calling a special meeting of the Purchaser’s stockholders to be called and held for such purpose shareholders (the “Purchaser Special Shareholder Meeting”), in favor ) seeking the approval of resolutions approving the Purchaser’s shareholders for (i) the adoption and approval of transactions contemplated by this Agreement, and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock in accordance with and as required by the Purchaser’s Organizational Documents, the DCGL applicable Law and the any applicable rules and regulations of the SEC and Nasdaq and (ii) the Spin-Off Transaction, and file the Proxy Statement with the SEC on a Current Report on Form 6-K. In the Proxy Statement, the Purchaser shall seek (i) adoption and approval of this Agreement and the transactions contemplated hereby or referred to herein by the holders of Purchaser Shares in accordance with the Purchaser’s Organizational Documents, the California Code, and applicable rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of the Spin-Off Transaction in accordance with the Purchaser’s Organizational Documents, the California Code, and applicable rules and regulations of the SEC and Nasdaq, (iii) if required to be approved by the Purchaser’s shareholders, adoption and approval of an Amended Purchaser Certificate and Restated Articles of Incorporation of the Purchaser in form and substance reasonably acceptable to in part increase the authorized capital stock Purchaser and the Company (the “Amended Charter”) (which Amended Charter, if appropriate as determined by the Purchaser, will be adopted by the Purchaser at the time of the Closing to, among other things, change the name of the Purchaser effective as of the Closing to “San Meditech Holdings Ltd.”), (iv) to appoint the members of the board of directors of the Purchaser; , and appoint the members of any committees thereof, in each case in accordance with Section 7.16 hereof, and (iiiv) such to obtain any and all other matters as the Seller and the Purchaser shall hereafter mutually determine to be approvals necessary or appropriate in order advisable to effect the Merger and consummation of the other transactions contemplated by this Agreement (and the approvals described in foregoing clauses (i) through (iii), collectively, Ancillary Documents and by the “Purchaser Stockholder Approval Matters”); and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special MeetingSpin-Off Agreements. In connection with the Proxy Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the California Code and the applicable rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Nasdaq (and its counsel) with sufficient opportunity to review and comment on the such Proxy Statement and the documents included or referred to therein, together with any amendment or supplement thereto prior to filing supplements, amendments and/or exhibits thereto, the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise“Proxy Documents”), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the SellerCompany, and file with the SEC a Proxy Statement proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the MergerMerger (and to the extent required, the issuance of any shares in connection with a PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq and Nasdaq, (ii) the adoption and approval of the Amended Purchaser and Restated Certificate of Incorporation in form and substance reasonably acceptable to in part increase the authorized capital stock Company and the Purchaser, including the change of the name of the Purchaser; provided, that if the Amended Company Charter and the Class B Share Exchange are not agreed to by the Company Special Committee or not approved by the High Vote Company Stockholder Approval, the Amended Purchaser Charter will not include any provisions regarding the Purchaser Class B Common Stock and will only provide for a single class of common stock, (iii) adoption and approval of a new equity incentive plan in form and substance reasonably acceptable to the Purchaser and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to ten percent (10%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (giving effect to the Redemption), which Incentive Plan shall have an annual “evergreen” increase as of January 1 of each calendar year, beginning with January 1, 2024 and continuing until (and including January 1, 2033, with such annual increase not to exceed two (2%) of the aggregate number of shares of Purchaser Common Stock issued and outstanding as of the end of the day immediate prior to such increase, (iv) the appointment of the members of the Post-Closing Purchaser Board in accordance with Section 5.17 hereof, (v) such other matters as the Seller Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Company (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Company shall provide the Purchaser with such information concerning the Target Entities Company and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the SellerCompany, and file with the SEC a Proxy Statement proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at a special meeting of the Purchaser’s Purchaser stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the MergerMerger (and, to the extent required, the issuance of any shares in connection with the PIPE Investment), by the holders of shares of Purchaser Common Stock in accordance with the Purchaser’s Organizational Documents, the Act, the DCGL and the rules and regulations of the SEC and Nasdaq and Nasdaq, (ii) the approval change of name of the Amended Purchaser Certificate of Incorporation to in part increase (iii) the authorized capital stock appointment of the Purchaser; and members of the Post-Closing Purchaser Board in accordance with Section 6.16 hereof, (iiiiv) such other matters as the Seller Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iiiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the Act, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Company (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Company shall provide the Purchaser with such information concerning the Target Entities Company and their its stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31As promptly as practicable after the execution of this Agreement, 2022SeqLL, Atlantic and the Purchaser Company shall prepare with the reasonable assistance of the Sellerand mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and SeqLL shall file with the SEC SEC, a Proxy Statement preliminary proxy statement on Schedule 14A (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser SeqLL stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser SeqLL stockholders to votevote at the Special Meeting in favor of resolutions; approving the issuance of SeqLL Common Stock in the Mergers and the change of control of SeqLL; authorization of a change in the size of the Board of Directors with a minimum of one (1) director and a maximum of seven (7) directors; authorization of an amendment to the Governing Documents of SeqLL to effect a reverse stock split of the SeqLL Common Stock on a one (1) new common share for up to thirty (30) shares of old common stock basis, at a special meeting the discretion of the Purchaser’s stockholders to be called and held for such purpose Board of Directors in connection with the consummation of the Mergers (the “Purchaser Special MeetingReverse Stock Split”), in favor ; the authorization of resolutions approving (i) an amendment to the adoption and Governing Documents of SeqLL to change the name of SeqLL following consummation of the Mergers to “Atlantic International Corp.”; authorization of an amendment to the Governing Documents of SeqLL to increase the authorized shares of SeqLL Common Stock from 80,000,000 shares to 300,000,000 shares; approval of this Agreement, the Atlantic International Corp. 2023 Equity Incentive Plan authorizing the issuance of approximately fifteen (15%) percent of the issued and the transactions contemplated hereby or referred to herein, including the Merger, by the holders outstanding shares of Purchaser SeqLL Common Stock in accordance with following the Purchaser’s Organizational DocumentsCapital Raise, the DCGL and the rules and regulations which will become effective upon consummation of the SEC and Nasdaq and (ii) Mergers; the approval of the Amended Purchaser Certificate of Incorporation to in part increase Asset Purchase Agreement by the authorized capital stock of the Purchaserdisinterested stockholders; and (iii) such other related matters and business as may properly come before the Seller and the Purchaser shall hereafter mutually determine to be necessary Special Meeting or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement any adjournments or postponements thereof (the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser Stockholder Approval Matters”); and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the PurchaserSeqLL. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser SeqLL has not received proxies representing a sufficient number of shares to obtain the Required Purchaser SeqLL Stockholder Approval, whether or not a quorum is present, the Purchaser SeqLL may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser SeqLL will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in SeqLL’s Governing Documents, the Purchaser’s Organizational Documents DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser SeqLL shall cooperate and provide Atlantic and the Seller Company (and its their counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC, and SeqLL shall consider in good faith any such comments. The Seller Atlantic and the Company shall promptly provide the Purchaser SeqLL with such information concerning the Target Entities their companies and their stockholders, officers, directors, employees, assets, Liabilitiesliabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by Atlantic or the Company, as the case may be, shall be true and correct in all material respects and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare prepare, with the reasonable assistance of the SellerCompany, and file with the SEC a Proxy Statement proxy statement (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser Purchaser’s stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders (as defined below) an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Class A Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser’s Business Combination. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser Purchaser’s stockholders to vote, at a special meeting of the Purchaser’s Purchaser stockholders to be called duly called, noticed and held for such purpose (together with any adjournment or postponement thereof, the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock Purchaser’s Business Combination (as defined below) in accordance with the Purchaser’s Organizational Documents, (ii) the DCGL Amended Purchaser Charter in accordance with the DGCL (iii) the issuance of shares of New Purchaser Common Stock pursuant to the First Merger and Additional PIPE Investment (as defined below) in accordance with the Purchaser’s Organizational Documents the DGCL and the rules and regulations of the SEC and Nasdaq and Nasdaq, (iiiv) the adoption and approval of the Amended Equity Incentive Plan (as defined below), in a form to reasonably agreed upon by the Purchaser Certificate of Incorporation to in part increase and the authorized capital stock of Company during the Purchaser; and Interim Period, (iiiv) such other matters as the Seller Company and the Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement Transactions (the approvals described in foregoing clauses (i) through (iiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special MeetingMeeting in accordance with the Purchaser’s Organizational Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. In connection with the Proxy Statement, the Purchaser will shall file with the SEC financial and other information about the transactions contemplated by this Agreement Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Company (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Seller Company shall provide the Purchaser with such information concerning the Target Entities Companies and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement proxy statement (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at calling a special meeting of the Purchaser’s stockholders to be called and held for such purpose shareholders (the “Purchaser Special Shareholder Meeting”)) seeking the approval of the Purchaser’s shareholders for the transactions contemplated by this Agreement, in favor accordance with and as required by the Purchaser’s Organizational Documents, applicable Law and any applicable rules and regulations of resolutions approving the SEC and NASDAQ. In the Proxy Statement, the Purchaser shall seek (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock Shares in accordance with the Purchaser’s Organizational Documents, the DCGL DGCL, and the rules and regulations of the SEC and Nasdaq and NASDAQ, (ii) if required to be approved by the Purchaser’s shareholders, adoption and approval of the an Amended Purchaser and Restated Certificate of Incorporation of the Purchaser in form and substance reasonably acceptable to in part increase the authorized capital stock Purchaser and the Company (the “Amended Charter”) (which Amended Charter, if appropriate as determined by the Purchaser, will be adopted by the Purchaser at the time of the Closing to, among other things, change the name and domicile of the Purchaser effective as of the Closing), (iii) to appoint the members of the board of directors of the Purchaser; , and appoint the members of any committees thereof, in each case in accordance with Section 6.16 hereof, and (iiiiv) such to obtain any and all other matters as the Seller and the Purchaser shall hereafter mutually determine to be approvals necessary or appropriate in order advisable to effect the Merger and consummation of the other transactions contemplated by this Agreement (and the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser Stockholder Approval Matters”); and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special MeetingAncillary Documents. In connection with the Proxy Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller NASDAQ (and its counsel) with sufficient opportunity to review and comment on the such Proxy Statement and the documents included or referred to therein, together with any amendment or supplement thereto prior to filing supplements, amendments and/or exhibits thereto, the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise“Proxy Documents”), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, the Seller, and the Seller Parent, and file with the SEC SEC, a proxy statement on Schedule 14A (as amended or supplemented from time to time, and including the Proxy Statement (as amendedcontained therein, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders Stockholders for the matters to be acted upon at the Purchaser Special MeetingMeeting and providing the Public Stockholders an opportunity in accordance with the Purchaser’s Organizational Documents and the IPO Prospectus to have their shares of Purchaser Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the Purchaser Stockholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders Stockholders to vote, at a special meeting of the Purchaser’s stockholders Purchaser Stockholders to be called and held for such purpose (the “Purchaser Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the MergerPurchase (and, to the extent required, the issuance of shares in connection with the PIPE Investment), by the holders of Purchaser Common Stock shares of the Purchaser’s capital stock entitled to vote thereon in accordance with the Purchaser’s Organizational Documents, the DCGL and the rules and regulations of the SEC and Nasdaq and Nasdaq, (ii) the adoption and approval of the Amended Purchaser Certificate Charter, (iii) the adoption and approval of Incorporation a new equity incentive plan in substantially the form attached as Exhibit G hereto (the “Incentive Plan”), and which will provide for awards for a number of shares of Purchaser Common Stock equal to in part increase the authorized capital stock fifteen percent (15.0%) of the Purchaser; aggregate number of shares of Purchaser Common Stock issued and outstanding immediately after the Closing (iiigiving effect to the Redemption), (iv) the election of the members of the Post-Closing Purchaser Board whose terms will expire in 2022, in accordance with Section 4.17 hereof, (v) such other matters as the Seller Company, the Seller, and the Seller Parent and Purchaser shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger Purchase and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iiiv), collectively, the “Purchaser Stockholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the Purchaser’s Organizational Documents Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller (and its counsel) with sufficient a reasonable opportunity to review and comment on the Proxy Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company, the Seller, and the Seller Parent shall provide the Purchaser with such information concerning the Target Entities Company and their stockholdersits members, managers, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto, which information provided by the Company, the Seller, and the Seller Parent shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading.

The Proxy Statement. (a) On or prior to December 31As promptly as practicable after the date hereof, 2022and in consultation with the Company, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement proxy statement (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at calling a special meeting of the Purchaser’s stockholders to be called and held for such purpose shareholders (the “Shareholder Meeting”) in accordance with the Purchaser Special MeetingCharter seeking the approval of the Purchaser’s shareholders for the transactions contemplated by this Agreement and offering to redeem from its Public Shareholders their Purchaser Ordinary Shares in conjunction with a shareholder vote on the transactions contemplated by this Agreement (the “Redemption”), and each of the Purchaser and the Company shall use its commercially reasonable efforts to obtain and furnish the information required by the Exchange Act to be included in favor the Proxy Statement all in accordance with and as required by the Purchaser’s Organizational Documents, the IPO Prospectus, applicable Law and any applicable rules and regulations of resolutions approving the SEC and Nasdaq. In the Proxy Statement, the Purchaser shall seek (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the Merger, herein by the holders of Purchaser Common Stock Ordinary Shares in accordance with the Purchaser’s Organizational Documents, the DCGL BVI Act, and the rules and regulations of the SEC and Nasdaq and Nasdaq, (ii) if required to be approved by the Purchaser’s shareholders, adoption and approval of an Amended and Restated Memorandum and Articles of Association of the Purchaser in form and substance reasonably acceptable to the Purchaser and the Company (the “Amended Charter”), which Amended Charter will, among other things, change the name of the Purchaser effective as of the Closing to “Greenland Technologies Holding Corporation”, (iii) adoption and approval of the Amended new omnibus equity incentive plan, the form of which is attached as Exhibit E hereto (the “Incentive Plan”), that provides for the grant of awards to employees and other certain Representatives of the Purchaser Certificate and its Subsidiaries in the form of Incorporation options, restricted shares, restricted share units or other equity-based awards based on Purchaser Ordinary Shares with a total pool of awards of Purchaser Ordinary Shares equal to in part increase ten percent (10%) of the authorized capital stock aggregate number of Purchaser Ordinary Shares issued and outstanding immediately after the Closing, (iv) to appoint, and designate the classes of, the members of the board of directors of the Purchaser; , and appoint the members of any committees thereof, in each case in accordance with Section 6.16 hereof, (iiiv) such to obtain any and all other matters as the Seller and the Purchaser shall hereafter mutually determine to be approvals necessary or appropriate in order advisable to effect the Merger and consummation of the other transactions contemplated by this Agreement and the Ancillary Documents (the approvals described in the foregoing clauses (i), (ii), (iv) through and (iiiv), collectively, the “Purchaser Stockholder Shareholder Approval Matters”); , and (ivvi) the adjournment of the Purchaser Special Shareholder Meeting, if necessary or desirable appropriate in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meeting. In connection with the Proxy Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the BVI Act and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller Nasdaq (and its counsel) with sufficient opportunity to review and comment on the such Proxy Statement and the documents included or referred to therein pursuant to which the Redemption will be made, together with any amendment or supplement thereto prior to filing additional soliciting materials, supplements, amendments and/or exhibits thereto, the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise“Proxy Documents”), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement proxy statement (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at calling a special meeting of the Purchaser’s stockholders to be called and held for such purpose shareholders (the “Purchaser Special Shareholder Meeting”)) seeking the approval of the Purchaser’s shareholders for the transactions contemplated by this Agreement, in favor accordance with and as required by the Purchaser’s Organizational Documents, applicable Law and any applicable rules and regulations of resolutions approving the SEC and NASDAQ. In the Proxy Statement, the Purchaser shall seek (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including the Merger, by the holders of Purchaser Common Stock Shares in accordance with the Purchaser’s Organizational Documents, the DCGL DGCL, and the rules and regulations of the SEC and Nasdaq and NASDAQ, (ii) the adoption and approval of the Spin-Off Agreement and the transactions contemplated thereby in accordance with the Purchaser’s Organizational Documents, the DGCL, and the rules and regulations of the SEC and Nasdaq, (iii) if required to be approved by the Purchaser’s shareholders, adoption and approval of an Amended Purchaser and Restated Certificate of Incorporation of the Purchaser in form and substance reasonably acceptable to in part increase the authorized capital stock Purchaser and the Company (the “Amended Charter”) (which Amended Charter, if appropriate as determined by the Purchaser, will be adopted by the Purchaser at the time of the Closing to, among other things, change the name and domicile of the Purchaser effective as of the Closing), (iv) to appoint the members of the board of directors of the Purchaser; , and appoint the members of any committees thereof, in each case in accordance with Section 6.16 hereof, and (iiiv) such to obtain any and all other matters as the Seller and the Purchaser shall hereafter mutually determine to be approvals necessary or appropriate in order advisable to effect the Merger and consummation of the other transactions contemplated by this Agreement (and the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser Stockholder Approval Matters”); and (iv) the adjournment of the Purchaser Special Meeting, if necessary or desirable in the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special MeetingAncillary Documents. In connection with the Proxy Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the DGCL and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller NASDAQ (and its counsel) with sufficient opportunity to review and comment on the such Proxy Statement and the documents included or referred to therein, together with any amendment or supplement thereto prior to filing supplements, amendments and/or exhibits thereto, the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise“Proxy Documents”), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.

The Proxy Statement. (a) On or prior to December 31, 2022As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Seller, and file with the SEC a Proxy Statement proxy statement (as amendedamended or supplemented from time to time, the “Proxy Statement”) for the purpose of soliciting proxies from Purchaser stockholders for the matters to be acted upon at the Purchaser Special Meeting. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Purchaser stockholders to vote, at calling a special meeting of the Purchaser’s stockholders to be called and held for such purpose shareholders (the “Purchaser Special Shareholder Meeting”)) seeking the approval of the Purchaser’s shareholders for the transactions contemplated by this Agreement and, if applicable the spin-off transaction contemplated by Section 6.20, in favor accordance with and as required by the Purchaser’s Organizational Documents, applicable Law and any applicable rules and regulations of resolutions approving the SEC and NYSE. In the Proxy Statement, the Purchaser shall seek (i) the adoption and approval of this Agreement, Agreement and the transactions contemplated hereby or referred to herein, including and, if applicable the Mergerspin-off transaction contemplated by Section 6.20, by the holders of Purchaser Common Stock Shares in accordance with the Purchaser’s Organizational Documents, the DCGL NRS, and the rules and regulations of the SEC and Nasdaq and NYSE, (ii) if required to be approved by the Purchaser’s shareholders, adoption and approval of the an Amended Purchaser Certificate and Restated Articles of Incorporation of the Purchaser in form and substance reasonably acceptable to in part increase the authorized capital stock Purchaser and the Company (the “Amended Charter”) (which Amended Charter, if appropriate as determined by the Purchaser, will be adopted by the Purchaser at the time of the Closing to, among other things, change the name of the Purchaser effective as of the Closing), (iii) to appoint the members of the board of directors of the Purchaser; , and appoint the members of any committees thereof, in each case in accordance with Section 6.16 hereof, and (iiiiv) such to obtain any and all other matters as the Seller and the Purchaser shall hereafter mutually determine to be approvals necessary or appropriate in order advisable to effect the Merger and consummation of the other transactions contemplated by this Agreement (and the approvals described in foregoing clauses (i) through (iii), collectively, the “Purchaser Stockholder Approval Matters”); and (iv) the adjournment of the Purchaser Special MeetingAncillary Documents and, if necessary or desirable in applicable the reasonable determination of the Purchaser. If on the date for which the Purchaser Special Meeting is scheduled, the Purchaser has not received proxies representing a sufficient number of shares to obtain the Required Purchaser Stockholder Approval, whether or not a quorum is present, the Purchaser may make one or more successive postponements or adjournments of the Purchaser Special Meetingspin-off transaction contemplated by Section 6.20. In connection with the Proxy Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement and, if applicable the spin-off transaction contemplated by Section 6.20, in accordance with applicable Law and applicable proxy solicitation rules set forth in the Purchaser’s Organizational Documents Documents, the NRS and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Seller NYSE (and its counsel) with sufficient opportunity to review and comment on the such Proxy Statement and the documents included or referred to therein, together with any amendment or supplement thereto prior to filing supplements, amendments and/or exhibits thereto, the same with the SEC. The Seller shall provide the Purchaser with such information concerning the Target Entities and their stockholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise“Proxy Documents”), business and operations that may be required or appropriate for inclusion in the Proxy Statement, or in any amendments or supplements thereto.