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dshade

05/04/23 7:12 AM

#45 RE: jonsmile #44

to allow PubCo, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to eight times by an additional one month each time after July 1, 2023, or later extended deadline date, by resolution of PubCo’s board of directors (the “board”), if requested by GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”), upon five days’ advance notice prior to the applicable deadline date, until March 1, 2024 (such date as extended, the “Extended Date”), unless the closing of the initial business combination shall have occurred prior thereto;