Common use of Domestication Clause in Contracts

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the First Effective Time, Acquiror shall use its reasonable best efforts to take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Domestication Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Law, and (ii) completing and making and procuring all those filings required to be made, including made under the Companies Act with the Registrar of Companies in the Cayman Islands, as required under the Companies Act Islands in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):shareholder: (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock Ordinary Shares that has validly elected to redeem their its shares in connection with the Acquiror Shareholder Redemption Rights shall shall, in lieu of such conversion, be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of AssociationAcquiror’s Governing Documents; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii)conversion; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock Preference Share shall continue to exist as a share of preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur occur, and will be completed, immediately prior to (but no later than the Mergers day preceding) the Closing Date for Tax and all other purposes.

Domestication. (a) Subject to obtaining prior receipt of the Acquiror Stockholders’ Shareholder Approval, on the Closing Date prior to the Effective TimeClosing, Acquiror SPAC shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in Islands Act. In connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then SPAC Class A Share that is issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal immediately prior to the redemption price provided Domestication ((x) including, for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference SPAC Class A Share issued pursuant to Section 2.01(b) and (y) excluding, for the avoidance of doubt, any SPAC Class A Share that is redeemed pursuant to Section 2.01(a)) shall become one share of SPAC Class A Common Stock, (ii) each SPAC Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of SPAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement, in accordance with the terms of the applicable SPAC Warrant, (iii) the Organizational Documents of SPAC shall be amended and restated such that the certificate of incorporation of SPAC shall be substantially in the form attached hereto as Exhibit F (the “SPAC Certificate of Incorporation”), and the bylaws of SPAC shall be substantially in the form attached hereto as Exhibit G (the “SPAC Bylaws”), and (v) SPAC’s name shall be changed to a name mutually agreed to by SPAC and the Company (provided, that in the event that this Agreement is terminated in accordance with Section 9.01 after Domestication, but prior to shares the Closing, the SPAC will promptly after termination change its name to a name that does not use the name “Sunergy” or any similar name (if applicable)); provided, however, that, (A) in the case of Acquiror clause (iii), each of the parties acknowledges and agrees that each of the SPAC Certificate of Incorporation and the SPAC Bylaws shall be appropriately revised so as not to implement any amendments to the Organizational Documents of SPAC contemplated by the SPAC Certificate of Incorporation and the SPAC Bylaws that are not adopted and approved by the shareholders of SPAC at the SPAC Shareholders’ Meeting and (B) in connection with clauses (i) and (iii), each issued and outstanding SPAC Unit that has not been previously separated into the underlying SPAC Class A Shares and underlying SPAC Public Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to (x) one share of SPAC Class A Common Stock and Acquiror (y) one-half of one warrant representing the right to purchase one share of SPAC Class B A Common Stock, collectively, for periods from Stock at an exercise price of $11.50 per share on the terms and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything subject to the contrary contained conditions applicable to SPAC Public Warrants set forth in this the SPAC Public Warrant Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) filing with the Delaware Secretary of State of the State of Delaware a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act in connection with the DomesticationAct, and (iii) obtaining a certificate of de-registration from the Registrar Cayman Registrar. The Certificate of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyshareholders of Parent, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall ordinary share, $0.0001 par value, of Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common Stock, and Share”); (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share warrant of Acquiror Class B Common Stock shall Parent (a “Parent Warrant”) will convert automatically, on a one-for-one basis, automatically into a share of warrant to acquire one Domesticated Acquiror Parent Common StockShare (a “Domesticated Parent Warrant”), (B) pursuant to the transfer books of Acquiror shall record such conversion Warrant Agreement; and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit of Parent, with each such unit representing one Domesticated Acquiror Warrant, pursuant to the Acquiror Parent Common Share and one Domesticated Parent Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a “Domesticated Acquiror Parent Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation”). (cb) For U.S. federal income tax purposes, the avoidance Domestication is intended to constitute a “reorganization” within the meaning of doubt, any reference in Section 368(a) of the Code. Parent hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to shares file and retain such information as shall be required under Section 1.368-3 of Acquiror Class A Common Stock the United States Treasury Regulations with respect to the Domestication, and Acquiror Class B Common Stock(iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, collectively, for periods from and after except if otherwise required by a “determination” within the Domestication will be deemed to include the shares meaning of Domesticated Acquiror Common StockCode Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication will occur immediately as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Mergers Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax and all other purposesconsequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date prior to the Effective Time, Acquiror ARYA shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Islands Companies Act in Law (2020 Revision). In connection with the Domestication, (i) each ARYA Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) obtaining a the Governing Documents of ARYA shall become the certificate of de-registration from the Registrar of Companies incorporation, substantially in the Cayman Islands. form attached hereto as Exhibit F (b) In accordance with applicable Law, the Domestication shall provide that at the effective time “ARYA Certificate of the Domestication, by virtue of the DomesticationIncorporation”), and without any action on the part of any Acquiror shareholder bylaws, substantially in the form attached hereto as Exhibit G (collectively, the “ConversionARYA Bylaws”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (Biv) the transfer books of Acquiror ARYA’s name shall record such conversionbe changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) that, (A) each then issued and outstanding share in the case of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); clause (iii) ), each then issued of the Parties acknowledges and outstanding Acquiror Warrant agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall convert automatically into a Domesticated Acquiror Warrant, pursuant be appropriately adjusted to give effect to any amendments to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share Governing Documents of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with ARYA contemplated by the Domestication ARYA Certificate of Incorporation. Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (c) For other than, for the avoidance of doubt, any reference the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in this Agreement to shares connection with clause (i) and (ii), each issued and outstanding unit of Acquiror ARYA that has not been previously separated into the underlying ARYA Class A Common Stock Shares and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately underlying ARYA Warrants prior to the Mergers Domestication shall, for Tax the avoidance of doubt, be cancelled and all other purposeswill entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent, in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company and AcquirorCompany, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (b) In accordance with applicable Law, the Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value US$0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value US$0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value US$0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent, one-half of Incorporationone Domesticated Parent Warrant. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Companyparties (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Section 388 of the DGCL Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act Law (2018 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the . The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyshareholders of Parent, the “Conversion”): (i) (A) each then issued and outstanding share ordinary share, $0.0001 par value, of Acquiror Class A Common Stock shall Parent (a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a share of common stock par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common Stock, and (B) the transfer books of Acquiror shall record such conversionShare”); provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share warrant of Acquiror Class B Common Stock shall convert automatically, on Parent (a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B“Parent Warrant”) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall will convert automatically into a warrant to acquire one Domesticated Acquiror Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit unit of Parent comprised of one Parent Ordinary Share, one-half of a Parent Warrant (a “Parent Unit”) shall convert automatically into a unit of Parent, with each such unit representing one Domesticated Acquiror Parent Common Share and one-half of one Domesticated Parent Warrant (a “Domesticated Parent Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with ”). For U.S. federal income tax purposes, the Domestication Certificate is intended to constitute a “reorganization” within the meaning of Incorporation. Section 368(a) of the Code. Parent hereby (ci) For the avoidance of doubt, any reference in adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to shares file and retain such information as shall be required under Section 1.368-3 of Acquiror Class A Common Stock the United States Treasury Regulations with respect to the Domestication, and Acquiror Class B Common Stock(iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, collectively, for periods from and after except if otherwise required by a “determination” within the Domestication will be deemed to include the shares meaning of Domesticated Acquiror Common StockCode Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication will occur immediately as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Mergers Domestication has or may have on any such reorganization status. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for any adverse Tax and all other purposesconsequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (iia) completing and making and procuring all those filings required to be made, including made with the Jersey Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, (b) obtaining a certificate of continuance from the Jersey Registrar, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication and (iiid) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any further action on the part of any shareholder of Acquiror shareholder (collectivelyother than the Acquiror Shareholder Approval), the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall be cancelled and will convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-third of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, one Business Day prior to the Effective TimeClosing, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror substantially in the form agreed-to attached as Exhibit A hereto (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Islands Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, At least one day prior to the Effective TimeClosing Date, Acquiror CGC shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Part Twelve of the Cayman Islands Companies ActAct (2025 Revision), including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror CGC and the Company, together with the CGC Certificate of Incorporation of Acquiror in form agreed-and completing and making all filings required to by the Company and Acquiror, in each case, in accordance be made with the provisions thereof Cayman Registrar to effect the Domestication. In connection with (and applicable Lawas part of) the Domestication, CGC shall cause (i) each CGC Class A Share and CGC Class B Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of CGC Series A Common Stock, par value $0.00001 per share of CGC, (ii) completing and making and procuring all those filings required the Governing Documents of CGC to be madebecome the certificate of incorporation, including with the Registrar of Companies substantially in the Cayman Islandsform attached hereto as Exhibit E (with such changes as may be agreed in writing by CGC and the Company, the “CGC Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as required under Exhibit F (with such changes as may be agreed in writing by CGC and the Companies Act in connection with Company, the Domestication, “CGC Bylaws”) and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable LawCGC’s name to be changed to “Factorial Holdings, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “ConversionInc.”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that in the case of clause (iii), each holder of shares the Parties acknowledges and agrees that each of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights CGC Certificate of Incorporation and the CGC Bylaws shall be entitled appropriately adjusted to receive only cash in an amount equal give effect to any amendments to the redemption price provided for in Governing Documents of CGC contemplated by the Trust Agreement CGC Certificate of Incorporation and the Acquiror Articles of Association; CGC Bylaws that are not adopted and approved by the Pre-Closing CGC Holders at the CGC Shareholders Meeting (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automaticallyother than, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For for the avoidance of doubt, the amendments to the Governing Documents of CGC that are contemplated by the Required Governing Document Proposals). CGC and its Representatives shall give the Company and its pertinent Representatives a reasonable opportunity to review any reference applicable documents, certificates or filings in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after connection with the Domestication and will be deemed to include consider, in good faith, any comments thereto. Following the shares consummation of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately and prior to the Mergers for Tax Closing, the board of directors of CGC will resolve to ratify and all approve such matters as may be required to effect the transactions contemplated by this Agreement and any such other purposesmatters as the Company and CGC may mutually agree.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, at least one (1) Business Day prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, Law and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Stock; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a be canceled and will entitle the holder thereof to one share of Domesticated Acquiror Unit; and (v) each authorized share Class A Stock and one-fifth of one Domesticated Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of IncorporationWarrant. (cb) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately At least one (1) Business Day prior to the Mergers Effective Time, Acquiror shall take the actions necessary vis-à-vis the relevant Governmental Authority to become a resident taxpayer for Tax and all other purposespurposes of U.S. federal income tax.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by by: (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, ; and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication. Prior to, and (iii) obtaining or as promptly as practicable following, the Effective Time, Acquiror shall obtain a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): shareholders of Acquiror: (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized be cancelled and will entitle the holder thereof to one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective TimeClosing Date and following Acquiror shareholders’ exercise of their Redemption Rights, Acquiror shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Section 206 of the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to in substantially the form attached as Exhibit F hereto (the “Certificate of Domestication, in form and substance reasonably acceptable to Acquiror ”) and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with to effect the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar of Companies and taking any other actions necessary in the Cayman Islands. connection therewith. In connection with (band as part of) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): shall cause (i) (A) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (Bii) each Acquiror Warrant that is issued and outstanding immediately prior to the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease Domestication to exist, other than the right to receive the be converted into one Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Warrant, (iii) each then issued Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and outstanding Acquiror Warrant shall convert automatically into a one-half of one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and outstanding the Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and Bylaws and (v) each authorized share Acquiror’s name to be changed to “Avertix Medical, Inc.”, provided that if such name is not available in the State of Delaware or Acquiror Preferred Stock is otherwise unable to change its name to “Avertix Medical, Inc.” in the State of Delaware, Acquiror shall continue cause its name to exist be changed to such other name mutually agreed to by Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as preferred stock to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, certificates or filings in accordance connection with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtand will consider, in good faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Domesticated Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectivelyon a one-for-one basis, for periods from and after the Domestication will be deemed to include the shares one-third of one Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesWarrant.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ ApprovalClosing Date, prior to the Effective Time, Acquiror Pathfinder shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation Incorporation. In connection with (and as part of) the Domestication and, in the case of Acquiror clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Share that is issued and outstanding immediately prior to the Domestication to be converted into one Pathfinder Share, (ii) each Pathfinder Warrant that is outstanding immediately prior to the Domestication to be automatically converted into, from and after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Pathfinder to become the certificate of incorporation substantially in the form agreed-attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and AcquirorPathfinder, in each casethe “Pathfinder Post-Closing Certificate of Incorporation”), in accordance with and the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies bylaws substantially in the Cayman Islands, form attached hereto as required under the Companies Act in connection with Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyPathfinder, the “ConversionPathfinder Post-Closing Bylaws”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock), and (Biv) Pathfinder’s name shall be changed to “ServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the transfer books of Acquiror shall record Company prior to the Closing Date (such conversionagreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares that, in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement clause (i) and the Acquiror Articles of Association; (ii) (A) ), each then issued and outstanding share unit of Acquiror Pathfinder that has not been previously separated into the underlying Pathfinder Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion A Shares and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant underlying Pathfinder Warrants prior to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For shall, for the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be deemed to include the shares Governing Documents of Domesticated Acquiror Common Stock. Notwithstanding anything to Pathfinder from and after the contrary contained in this Agreement, the parties acknowledge and agree that effectiveness of the Domestication will occur immediately prior to until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the Mergers for Tax underlying terms thereof and all other purposesapplicable Law.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date and prior to the Effective Time, Acquiror AAC shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Part XII of the DGCL Cayman Islands Companies Act (As Revised) and Part XA of the Bermuda Companies Act, Act including by (i) filing with the Delaware Secretary Registrar a memorandum of State a Certificate continuance together with all other documents contemplated by Section 132C of Domestication the Bermuda Companies Act and filing with the Cayman Islands Registrar of Companies all other documents contemplated by Section 206 of the Cayman Islands Companies Act (As Revised) in each case with respect to the Domestication, in form and substance reasonably acceptable to Acquiror AAC and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar and the Cayman Islands Registrar of Companies in to effect the Cayman IslandsDomestication. In connection with (and as part of) the Domestication, as AAC shall cause: (a) each AAC Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into an AAC Class A Ordinary Share; (b) the AAC Bye-Laws to be adopted and the excerpts thereof that are required under to be filed with the Registrar pursuant to the Bermuda Companies Act to be delivered to the Registrar and the AAC Bye-laws to become the governing documents of AAC; and (c) AAC’s name to be changed to “▇▇▇▇ Interactive Limited,” provided that if such name is not available in Bermuda or AAC is otherwise unable to change its name to “▇▇▇▇ Interactive Limited” in Bermuda, it shall cause its name to be changed to “▇▇▇▇ Interactive Holdings Limited” or such other name mutually agreed to by AAC and the Company. AAC and its Representatives shall give the Company and its Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with the DomesticationDomestication and will implement, in good faith, any comments thereto. AAC shall (as promptly as practicable after the Special Meeting) make all filings necessary to obtain, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Lawobtain, the Domestication shall provide that at the effective time approval of the Domestication, by virtue of Bermuda Monetary Authority with respect to the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, at least one (1) Business Day prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in completing and making and procuring all those filings required to be made with the Cayman Islands. Registrar under Part XII of the Companies Act (bAs Revised) of the Cayman Islands in connection with the Domestication. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized be cancelled and will entitle the holder thereof to one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorDomesticated Charter, in each case, in accordance with the provisions thereof and applicable Law, (iib) adopting the Domesticated Bylaws, (c) causing the directors and officers set forth on ‎Section 8.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal and (d) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required under the Companies Act Islands in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyof Acquiror, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and one (B1) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Surviving Pubco Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Share; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, one (B1) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Surviving Pubco Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); A Share; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into a Domesticated Acquiror one (1) Surviving Pubco Public Warrant, pursuant to the Acquiror Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit Private Placement Warrant shall convert automatically into a Domesticated Acquiror Unitone (1) Surviving Pubco Private Placement Warrant, pursuant to the Warrant Agreement; and and (v) each authorized share of then issued and outstanding Acquiror Preferred Stock shall continue Unit shall, to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror extent not already split into underlying Surviving Pubco Class A Common Stock Shares and Acquiror Surviving Pubco Public Warrants by the holder thereof, convert automatically, into one (1) Surviving Pubco Class B Common Stock, collectively, for periods from A Share and after the Domestication will be deemed to include the shares one-half of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone Surviving Pubco Public Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Stockholder Approval, prior to the First Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-to by the Company and Acquirorattached hereto as Exhibit D-1, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in of the Cayman Islands, as required Islands under the Companies Act Cayman Law in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in of the Cayman Islands. (b) . Immediately prior to the First Effective Time, Acquiror shall cause the bylaws of Acquiror to be in the form attached hereto as Exhibit D-2 until thereafter amended in accordance with the provisions thereof, the certificate of incorporation of Acquiror and the DGCL. In accordance with applicable the Applicable Organization Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyStockholder, the “Conversion”): (i) (A) each then issued and outstanding Class A ordinary share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax effective time of the Domestication shall be converted into one share of common stock, par value $0.0001 per share, of Acquiror and all other purposes(ii) each Class B ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall be converted into a number of shares of common stock, par value $0.0001 per share, of Acquiror that such Class B ordinary share would have converted into pursuant to Article 4.2 of Acquiror’s memorandum and articles of association on the first Business Day following consummation of a Business Combination.

Domestication. (a) Subject to obtaining receipt of the Required Acquiror Stockholders’ Shareholder Approval, prior to the First Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable Law, Law and in accordance with the Domestication shall provide that at the effective time Organizational Documents of the DomesticationAcquiror, by virtue of prior to the DomesticationFirst Effective Time, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) immediately prior to the Domestication, each then issued and outstanding share of Acquiror Class A Common Stock B Share shall convert automatically, on a one-for-one basis, into a share of Domesticated one Acquiror Common StockClass A Share, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) immediately following the conversion described in clause (Ai), upon the Domestication, (x) each then issued and outstanding share of Acquiror Class B Common Stock A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iiiy) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; Agreement and (ivz) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, and (iib) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under Part XII of the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. The effective time of the Domestication is referred to herein as the “Domestication Effective Time” and the date on which the Domestication Effective Time occurs is referred to herein as the “Domestication Date.” (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the DomesticationDomestication Effective Time, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):shareholder: (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of AssociationAssociation (the “Redemption Price”); (ii) (A) each then issued and outstanding share of Acquiror Class B F Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class F Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B F Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Class F Common Stock in accordance with this Section 6.4(b)(ii6.04(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant AgreementAgreements; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; (v) each authorized share of Acquiror Class B Common Stock shall continue to exist as Domesticated Acquiror Class B Common Stock in accordance with the Domestication Certificate of Incorporation; and (vvi) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock, Acquiror Class F Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Class A Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Domesticated Acquiror Class F Common Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesDomesticated Acquiror Class B Common Stock, respectively.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the First Effective TimeTime and no later than one (1) Business Day prior to the Closing Date, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-attached as Exhibit A to this Agreement (the "Domesticated Acquiror Certificate of Incorporation") (with such changes as may be agreed in writing by the Company Acquiror and Acquirorthe Company), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar and (d) adopting the Bylaws of Companies Acquiror in the Cayman Islands. form attached as Exhibit B to this Agreement (b) with such changes as may be agreed in writing by the Acquiror and the Company). In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, Stock; (Biii) the transfer books terms of Acquiror shall record such conversion and (C) all rights in respect of all the Acquiror Class B Common Stock shall cease to existbe modified to, among other than the right to receive things, provide that each share of Acquiror Class B Common Stock shall carry three (3) votes; (iv) the Domesticated Acquiror Class C Common Stock in accordance with this Section 6.4(b)(ii); shall be created and a sufficient number of shares thereof authorized to effect the transactions contemplated hereby and under the Ancillary Agreements, (iiiv) each then issued and outstanding warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; Agreement; and (ivvi) each then issued and outstanding Cayman Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Domesticated Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares one-quarter of one Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesWarrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Purchaser Shareholder Approval, prior to the Effective TimeClosing, Acquiror shall take all actions necessary to the Purchaser shall, in accordance with applicable Law, any applicable rules and regulations of the SEC, the Nasdaq and the Purchaser’s Organizational Documents, and Part 12 of the Cayman Companies Act, as applicable, cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror the Purchaser and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorPurchaser Charter upon Domestication, in each case, in accordance with the provisions thereof and applicable Law, and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance connection with applicable Law, Purchaser shall cause the certificate of domestication filed with the Delaware Secretary of State with respect to the Domestication shall to provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyholder of the issued Purchaser Ordinary Shares, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Purchaser Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one (1) share of Domesticated Acquiror Purchaser Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant Cayman Purchaser Right shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; Purchaser Right; and (iviii) each then issued and outstanding Acquiror Cayman Purchaser Unit shall convert be automatically into a Domesticated Acquiror Unit; and cancelled and will thereafter entitle the holder thereof to one (v1) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Domesticated Purchaser Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of one (1) Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesPurchaser Right.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ ApprovalClosing Date, following the ACT Share Conversion but prior to the Effective TimeClosing, Acquiror shall take all actions necessary ACT shall, subject to the receipt of the Required ACT Shareholder Approval, cause the Domestication to become effective in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Cayman Islands Companies ActAct (As Revised), including by (ia) filing with the Delaware Secretary of State State, (i) a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror ACT and the Company, together with and (ii) the Post-Closing ACT Certificate of Incorporation of Acquiror in form agreed-to by the Company Incorporation, and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman IslandsIslands to effect the Domestication and, as required under the Companies Act in connection with (and as part of) the Domestication, (i) each Pre-Closing ACT Class A Share that is issued and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, outstanding immediately prior to the Domestication shall provide convert automatically on an one-for-one basis into one (1) Post-Closing ACT Class A Share, (ii) each Pre-Closing ACT Warrant that at is outstanding immediately prior to the effective time of Domestication shall, from and after the Domestication, by virtue represent the right to purchase one new Post-Closing ACT Class A Share at an exercise price of the Domestication, and without any action $11.50 per share on the part of any Acquiror shareholder terms and subject to the conditions set forth in the Warrant Agreement (collectively, the “ConversionPost-Closing ACT Warrants”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (Biii) the transfer books of Acquiror ACT’s name shall record such conversionbe changed to “Opal Fuels Inc.”; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares that, in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement clauses (b)(i) and the Acquiror Articles of Association; (ii) (A) b)(ii), each then issued and outstanding share of Acquiror ACT Unit that has not been previously separated into the underlying Pre-Closing ACT Class B Common Stock shall convert automatically, on a oneA Shares and underlying Pre-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant Closing ACT Warrants prior to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For shall, for the avoidance of doubt, any reference in this Agreement be cancelled and will entitle the holder thereof to shares one (1) share of Acquiror Post-Closing ACT Class A Common Stock Shares and Acquiror Class B Common Stock, collectively, for periods from one Post-Closing ACT Warrant on the terms and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything subject to the contrary contained conditions set forth in this the Warrant Agreement, as applicable. ACT shall cause the parties acknowledge Governing Documents of ACT to become (1) in connection with (and agree that as part of) the Domestication will occur immediately Domestication, the certificate of incorporation, substantially in the form attached hereto as Exhibit D (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Certificate of Incorporation”), and (2) as soon as practicable following the Domestication, but prior to the Mergers for Tax Closing, the bylaws, substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by ACT and all other purposesthe Company, the “Post-Closing ACT Bylaws”). ACT shall cause the Domestication to be consummated in accordance with applicable Law. ACT and its Representatives shall give the Company and its Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with the Domestication and will consider, in good faith, any comments thereto.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the First Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required SPAC Shareholder Approval, prior to the Effective Time, Acquiror SPAC shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror the Company and SPAC (the Company“Certificate of Domestication”), together with the SPAC Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act (20121 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the . The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyshareholders of SPAC, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror SPAC Class A Common Stock shall Ordinary Share and SPAC Class B Ordinary Share (a “SPAC Ordinary Share”) will convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with par value $0.0001 and Class B Common Stock par value $0.0001, respectively, (the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; “Domesticated SPAC Common Stock”); (ii) (A) each then issued and outstanding share SPAC Warrant shall convert automatically into a warrant to purchase shares of Acquiror Class B Domesticated SPAC Common Stock shall convert automatically(a “Domesticated SPAC Warrant”), on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant SPAC Right shall convert automatically into a right to receive shares of Domesticated Acquiror WarrantSPAC Common Stock (a “Domesticated SPAC Right”), pursuant to the Acquiror Warrant Agreement; and (iv) each then issued and outstanding Acquiror SPAC Unit shall convert automatically into a unit of SPAC, with each such unit representing one share of Domesticated Acquiror SPAC Common Stock, one Domesticated SPAC Warrant and one Domesticated SPAC Right (a “Domesticated SPAC Unit; and”). (vb) Effective as of the effective time of the Domestication, SPAC shall enter into (i) an amendment to the SPAC Warrant Agreement with the Transfer Agent, in a form to be agreed upon by the parties, to evidence the fact that SPAC shall be a Delaware corporation and that each authorized such SPAC Warrant shall be exercisable for Domesticated SPAC Common Stock rather than SPAC Class A Ordinary Shares, and (ii) an amendment to the SPAC Rights Agreement with the Transfer Agent, in a form to be agreed upon by the parties, to evidence the fact that SPAC shall be a Delaware corporation and that the holder of a SPAC Warrant shall receive one-tenth of one share of Acquiror Preferred Domesticated SPAC Common Stock shall continue to exist as preferred stock upon completion of Acquiror in accordance with the Domestication Certificate an initial business combination instead of Incorporationone-tenth of one SPAC Class A Ordinary Share. (c) For U.S. federal income tax purposes, the avoidance Domestication is intended to constitute a “reorganization” within the meaning of doubt, any reference in Section 368(a) of the Code. SPAC hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to shares file and retain such information as shall be required under Section 1.368-3 of Acquiror Class A Common Stock the United States Treasury Regulations with respect to the Domestication, and Acquiror Class B Common Stock(iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, collectively, for periods from and after except if otherwise required by a “determination” within the Domestication will be deemed to include meaning of Section 1313 of the shares of Domesticated Acquiror Common StockCode. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication will occur immediately as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Mergers for Domestication has or may have on any such reorganization status. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible or any adverse Tax and all other purposesconsequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date prior to the Effective Time, Acquiror Dragoneer shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Islands Companies Act in (2020 Revision). In connection with the Domestication, (i) each Dragoneer Class A Share and each Dragoneer Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of Dragoneer, (ii) each Dragoneer Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) obtaining a each Forward Purchase Share shall become one share of common stock, par value $0.0001 per share, of Dragoneer, (iv) the Governing Documents of Dragoneer shall be amended and restated such that the certificate of de-registration from the Registrar incorporation of Companies Dragoneer shall be substantially in the Cayman Islands. form attached hereto as Exhibit E (b) In accordance with applicable Law, the Domestication shall provide that at the effective time “Dragoneer Certificate of the Domestication, by virtue of the DomesticationIncorporation”), and without any action on the part bylaws of any Acquiror shareholder Dragoneer shall be substantially in the form attached hereto as Exhibit F (collectively, the “ConversionDragoneer Bylaws”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock), and (Bv) Dragoneer’s name shall be changed as determined by the transfer books of Acquiror shall record such conversionCompany in its sole discretion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) that, (A) in the case of clause (iv), each then issued of the Parties acknowledges and outstanding share agrees that each of Acquiror Class B Common Stock the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease be appropriately revised so as not to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant implement any amendments to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share Governing Documents of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with Dragoneer contemplated by the Domestication Dragoneer Certificate of Incorporation. Incorporation and the Dragoneer Bylaws that are not adopted and approved by the Pre-Closing Dragoneer Holders at the Dragoneer Shareholders Meeting (c) For other than, for the avoidance of doubt, any reference the amendments to the Governing Documents of Dragoneer that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and (B) in this Agreement to shares connection with clause (i), (ii) and (iii), each issued and outstanding unit of Acquiror Dragoneer that has not been previously separated into the underlying Dragoneer Class A Common Stock Shares and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately underlying Dragoneer Warrants prior to the Mergers Domestication shall, for Tax the avoidance of doubt, be cancelled and all other purposeswill entitle the holder thereof to one share of common stock, par value $0.0001 per share, of Dragoneer, and one-fifth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Domestication Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement (“Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (iib) adopting the bylaws in substantially the form attached as Exhibit B to this Agreement (“Parent Bylaws”), (c) completing and making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies in the Cayman Islands. (b) Companies. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each all then issued and outstanding share of Acquiror Parent Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Delaware Parent Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) each all then issued and outstanding share of Acquiror Parent Class B Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Delaware Parent Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Stock; (iii) each then issued and outstanding Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit; and . Upon or as soon as practicable following the effectiveness of the Domestication, (vi) each authorized share the Parent Board (in their capacities as directors of Acquiror Preferred a Delaware corporation) shall approve and adopt this Agreement and shall fix a record date and time (which date and time shall be approved by the Company and shall be as soon as practicable following the effectiveness of the Domestication) for purposes of determining the holders of Delaware Parent Common Stock entitled to act by consent in accordance with Section 228 of the DGCL to approve and adopt this Agreement and (ii) Parent shall continue use commercially reasonable efforts to exist obtain consents from the holders of a majority of the voting power of the outstanding shares of the Delaware Parent Common Stock as preferred stock of Acquiror such record date and time to so approve and adopt this Agreement in accordance with the Domestication Certificate DGCL” (d) The Merger Agreement is hereby amended by deleting from Section 7.3(a)(B) the words “facilitate the solicitation by Parent of Incorporationproxies from the holders of the shares of Delaware Parent Common Stock to approve at the Parent Special Meeting, by the requisite vote of Parent’s stockholders under the DGCL, Parent’s Charter Documents, the Nasdaq rules and regulations and applicable Law (the “Requisite Parent Stockholder Approval”)” and replacing them with the following: “facilitate the solicitation by Parent of proxies from the holders of Parent Class A Ordinary Shares and Parent Class B Ordinary Shares to approve at the Parent Special Meeting, by the requisite vote of Parent’s stockholders under the Companies Act, the DGCL, Parent’s Charter Documents, the Nasdaq rules and regulations and applicable Law (the “Requisite Parent Stockholder Approval”)” (e) The Merger Agreement is hereby amended by replacing Exhibit A thereto with Exhibit A attached to this Amendment. (cf) For Schedule A of the avoidance of doubt, any reference Merger Agreement is hereby amended by adding the following defined terms and section references to the table set forth therein in this Agreement to shares of Acquiror the appropriate alphabetical order: “Delaware Parent Class A Common Stock and Acquiror Stock” Recitals “Delaware Parent Class B Common Stock, collectively, ” Recitals (g) Schedule A of the Merger Agreement is hereby amended by deleting the entry for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror defined term “Delaware Parent Common Stock. Notwithstanding anything to ” from the contrary contained table set forth therein and replacing it in this Agreement, its with the parties acknowledge and agree that following: “Delaware Parent Common Stock” Schedule A (h) Schedule A of the Domestication will occur immediately prior to Merger Agreement is hereby amended by adding the Mergers for Tax and all other purposes.following defined term in the appropriate alphabetical order:

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) . Immediately following the Domestication, Acquiror shall have caused each authorized issued and outstanding Domesticated Acquiror Unit to have separated into one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fourth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Approvalapproval of Acquiror’s shareholders, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Acquiror Certificate of Incorporation of in the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror in form agreed-to by and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) adopting the Acquiror Bylaws, (c) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyof Acquiror, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Class A Common Stock; (ii) each then issued and outstanding share of Acquiror Founders Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Founders Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror . written consent, any applicable documents, certificates or filings in accordance connection with the Domestication Certificate of IncorporationDomestication. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective TimeClosing Date, Acquiror shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror(as defined below), in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in to effect the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Registrar Cayman Registrar. In connection with (and as part of) the Domestication, Acquiror shall cause (i) each share of Companies in Acquiror Class A Ordinary Shares that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock, each share of Acquiror Founders Stock that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Founders Class B Common Stock, each Cayman Islands. (b) In accordance with applicable Law, Acquiror Warrant that is issued and outstanding immediately prior to the Domestication shall provide that at the effective time of the Domesticationconvert automatically into one Domesticated Acquiror Warrant and each Cayman Acquiror Unit shall convert automatically into one Domesticated Acquiror Unit, by virtue of the Domestication, and without any action on the part of any with each Domesticated Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding Unit representing one share of Acquiror Class A Common Stock shall convert automatically, on a and one-for-third of one basis, into a share of Domesticated Acquiror Common StockWarrant, (ii) the Acquiror Organizational Documents to become the certificate of incorporation, substantially in the form attached hereto as Exhibit A (with such changes as may be agreed in writing by Acquiror and the Company, the “Acquiror Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit B (Bwith such changes as may be agreed in writing by Acquiror and the Company, the “Acquiror Bylaws”) and (iii) Acquiror’s name to be changed to “GloriFi, Inc.”, provided that if such name is not available in Delaware or Acquiror is otherwise unable to change its name to “GloriFi, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Acquiror and the transfer books of Company. Acquiror shall record such conversion; providedeffect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares certificates or filings in connection with the Redemption Rights shall be entitled to receive only cash Domestication and will consider, in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtgood faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Stockholder Approval, prior to the Effective TimeClosing, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Cayman Islands Companies ActAct (As Revised), including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in the form agreed-to by the Company and Acquirorattached hereto as Exhibit A, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in of the Cayman Islands, as required Islands under Part XII of the Cayman Islands Companies Act (As Revised) in connection with the Domestication, Domestication and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in of the Cayman Islands. (b) . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyStockholder, the “Conversion”): (i) each Class A ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall be converted into one (A1) share of Acquiror Class A Common Stock, (ii) each then issued and Class B ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (Biii) the transfer books Governing Documents of the Acquiror shall record such conversion; provided, however, that each holder be the Acquiror Certificate of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement Incorporation and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) Bylaws. For the avoidance of doubt, any reference prior to Closing, Acquiror shall cause the Acquiror Bylaws to be in this Agreement to shares the form attached hereto as Exhibit B until thereafter amended in accordance with the provisions thereof, the Acquiror Certificate of Incorporation and the DGCL. The Company will reasonably cooperate with Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything with respect to the contrary contained Domestication. Immediately following the completion of the Domestication, Acquiror shall file the Preferred COD in this Agreement, accordance with the parties acknowledge and agree that DGCL with the Domestication will occur immediately prior to Secretary of State of the Mergers for Tax and all other purposesState of Delaware.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ ApprovalClosing Date, prior to the Effective Time, Acquiror ARYA shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Cayman Islands Companies ActAct (2020 Revision), including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror ARYA and the Company, together with the ARYA Certificate of Incorporation of Acquiror in form agreed-and completing and making all filings required to by the Company and Acquiror, in each case, in accordance be made with the provisions thereof Cayman Registrar to effect the Domestication. In connection with (and applicable Lawas part of) the Domestication, ARYA shall cause (i) each ARYA Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of common stock, par value $0.0001 per share, of ARYA, (ii) completing the Governing Documents of ARYA to become the certificate of incorporation, substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by ARYA and making the Company, the “ARYA Certificate of Incorporation”), and procuring all those filings required the bylaws, substantially in the form attached hereto as Exhibit F (with such changes as may be agreed in writing by ARYA and the Company, the “ARYA Bylaws”) and (iii) ARYA’s name to be madechanged to “Nautilus Biotechnology, including Inc.”, provided that if such name is not available in Delaware or ARYA is otherwise unable to change its name to “Nautilus Biotechnology, Inc.” in Delaware, it shall cause its name to be changed to “Nautilus Biotechnology Holdings, Inc.” or such other name mutually agreed to by ARYA and the Company. ARYA shall cause the Domestication to be consummated in accordance with applicable Law. ARYA and its Representatives shall give the Registrar of Companies in the Cayman IslandsCompany and its pertinent Representatives a reasonable opportunity to review any applicable documents, as required under the Companies Act certificates or filings in connection with the DomesticationDomestication and will consider, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtgood faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective TimeClosing Date and following Acquiror shareholders’ exercise of their Redemption Rights, Acquiror shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Section 206 of the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable satisfactory to Acquiror the parties hereto (the “Certificate of Domestication”) and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with to effect the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar of Companies and taking any other actions necessary in the Cayman Islands. connection therewith. In connection with (band as part of) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): shall cause (i) (A) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (Bii) each Acquiror Warrant that is issued and outstanding immediately prior to the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease Domestication to exist, other than the right to receive the be converted into one Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Warrant, (iii) each then issued Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and outstanding Acquiror Warrant shall convert automatically into a one-third of one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and outstanding the Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and Bylaws and (v) each authorized share Acquiror’s name to be changed to “Brand Engagement Network Inc.”, provided that if such name is not available in the State of Delaware or Acquiror Preferred Stock is otherwise unable to change its name to “Brand Engagement Network Inc.” in the State of Delaware, Acquiror shall continue cause its name to exist be changed to such other name mutually agreed to by Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as preferred stock to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, certificates or filings in accordance connection with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtand will consider, in good faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective Timeconsummation of the Transactions, and subject to the Supermajority Acquiror Shareholder Approval, Acquiror shall take all actions necessary continue and domesticate to cause the Domestication to State of Delaware and become effective a Delaware corporation in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Companies Act, including Act by (i) filing with the Delaware Secretary a certificate of State a Certificate of Domestication corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Domestication and the Company, together Acquiror Charter with the Certificate Secretary of Incorporation State of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawState of Delaware, (ii) completing and completing, making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies Companies. In connection with the Domestication, Acquiror shall cause to be adopted as Acquiror’s initial certificate of incorporation the Acquiror Charter. Following the consummation of the Domestication and prior to the Closing, Acquiror shall cause to be adopted the Acquiror Bylaws. Acquiror shall effect the Domestication in such a way that the Cayman Islandsrepresentations and warranties of the Acquiror Parties set forth in Article V remain true and correct, in compliance with all applicable Laws and in a matter so as to properly effectuate the purposes of this Agreement. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and Stock (B) the transfer books as part of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for its domestication as a corporation incorporated in the Trust Agreement and the Acquiror Articles State of Association; Delaware); (ii) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class B Common Stock Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock (as part of its domestication as a corporation incorporated in accordance with this Section 6.4(b)(iithe State of Delaware); ; (iii) each then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into a Domesticated an Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued Acquiror’s name shall be changed to “ZeroFox Holdings, Inc.” or such other name as determined by ZF and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share IDX in their discretion prior to obtaining approval of the shareholders of Acquiror Preferred Stock shall continue to exist as preferred stock of and set forth in the Acquiror in accordance with the Domestication Certificate of IncorporationCharter. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ ApprovalDAAQ Shareholder Approvals, at least one day prior to the Effective TimeClosing, Acquiror DAAQ shall take all actions necessary to cause the Domestication to become effective occur in accordance with Section 10.101-10.156 of the TBOC and Section 206 of the Cayman Companies Act. Immediately prior to the Domestication (i) in accordance with the applicable provisions of the DGCL and the Companies ActSponsor Support Agreement, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each DAAQ Class B Share then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share DAAQ Class A Share in accordance with the terms of Domesticated Acquiror Common Stock, the Sponsor Support Agreement and (Bii) to the transfer books of Acquiror extent any DAAQ Units remain outstanding and unseparated, the DAAQ Units shall record such conversion; provided, however, that each holder of shares of Acquiror be separated into one DAAQ Class A Common Stock that has validly elected Share and one-half of one DAAQ Warrant (the “DAAQ Unit Separation”). In connection with the Domestication, (i) DAAQ shall complete, make and procure all those filings required to redeem their shares be made with the Cayman Registrar in connection with the Redemption Rights shall Domestication, and file with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be entitled filed, pay all applicable fees required to receive only cash paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in an amount equal to each case, under Section 206 of the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Cayman Companies Act, (ii) DAAQ shall obtain a certificate of de-registration from the Cayman Registrar, (Aiii) DAAQ shall file with the Texas Secretary of State a Certificate of Conversion and a Certificate of Formation with respect to the Domestication, in form and substance reasonably acceptable to the Company, (iv) each DAAQ Class A Share then issued and outstanding share of Acquiror Class B Common Stock shall convert automaticallybecome one PubCo Share, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue DAAQ Warrant that is outstanding immediately prior to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtshall, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed Domestication, represent the right to include purchase one PubCo Share at an exercise price of $11.50 per share on the shares of Domesticated Acquiror Common Stock. Notwithstanding anything terms and subject to the contrary contained conditions set forth in this the Warrant Agreement, (vi) the parties acknowledge Governing Documents of DAAQ shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit D (the “PubCo Certificate of Incorporation”), and agree that the Domestication will occur immediately prior bylaws, substantially in the form attached hereto as Exhibit E (the “PubCo Bylaws”), of PubCo and (vii) DAAQ’s name shall be changed to the Mergers for Tax and all other purposes“OGB Financial Company”.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror substantially in the form agreed-to attached as Exhibit A hereto (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fourth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyof Acquiror, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall be cancelled and will convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fifth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) filing with the Delaware Secretary of State of the State of Delaware a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act in connection with the DomesticationAct, and (iii) obtaining a certificate of de-registration from the Registrar Cayman Registrar. The Certificate of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyshareholders of Parent, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall ordinary share, $0.0001 par value, of Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common Stock, and Share”); (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share warrant of Acquiror Class B Common Stock shall Parent (a “Parent Warrant”) will convert automatically, on a one-for-one basis, automatically into a share of warrant to acquire one Domesticated Acquiror Parent Common StockShare (a “Domesticated Parent Warrant”), (B) pursuant to the transfer books of Acquiror shall record such conversion Warrant Agreement; and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit of Parent, with each such unit representing one Domesticated Acquiror Warrant, pursuant to the Acquiror Parent Common Share and one Domesticated Parent Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a “Domesticated Acquiror Parent Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation”). (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ receipt of the Parent Shareholder Approval, at the end of the Business Day immediately prior to the Closing Date (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, prior to the Effective Timecommencement of the PIPE Investment), Acquiror shall take all actions necessary to cause the Domestication to become effective Parent shall, in accordance with the Applicable Legal Requirements, any applicable provisions rules and regulations of the DGCL SEC and the Companies ActNYSE and Parent Organizational Documents, including by effect the Domestication and in furtherance thereof, shall (ia) filing with file, prior to the Delaware Secretary Closing (and for the avoidance of State doubt, prior to the commencement of the PIPE Investment), a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawParent Charter, (iib) adopt the Parent Bylaws, and (c) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable LawApplicable Legal Requirements, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyof Parent, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Parent Class B Share shall convert automatically, on a one-for-one basis, into a Parent Class A Common Stock Share; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Parent Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Parent Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Cayman Parent Warrant shall convert automatically into a Domesticated Acquiror Parent Warrant, pursuant to the Acquiror Warrant Agreement; Agreement and (iv) each then issued and outstanding Acquiror Unit unit of Parent shall convert automatically be separated into a Domesticated Acquiror Unit; and (v) each authorized its component parts, consisting of one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Domesticated Parent Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares one-half of one Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesParent Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, on the day that is at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Cayman Companies Act, including by (i) filing with the Delaware Secretary of State of the State of Delaware a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands (the “Cayman Registrar”) under the Cayman Companies Act Act, including Section 206 thereof, in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (b) In accordance with applicable Law, the Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a become exercisable for one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent and one-half of Incorporationone Domesticated Parent Warrant. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective Time, Acquiror shall take all actions necessary subject to cause approval of the Domestication to become effective Proposal, Parent shall have completed the Domestication in accordance with applicable Law. In connection with the applicable provisions of the DGCL and the Companies ActDomestication, including by (i) filing Parent shall file with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawParties, (ii) completing and making and procuring Parent shall make all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining Parent shall provide to the Company Parties a certificate duly executed by an authorized officer of de-registration from Parent to the Registrar of Companies in the Cayman Islands. effect that Parent has complied with its obligations under clause (bii) In accordance with applicable Lawabove, (iv) each Parent Class A Share and each Parent Class B Share that is issued and outstanding immediately prior to the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding become one share of Acquiror New Parent Class A Common Stock shall convert automatically, on a one-for-and one basis, into a share of Domesticated Acquiror New Parent Class B Common Stock, respectively, (v) following the Domestication, all shares of New Parent Class B Common Stock shall be converted into New Parent Class A Common Stock, (vi) the Governing Documents of Parent shall be the Parent Certificate of Incorporation and the Parent Bylaws and (Bvii) the transfer books of Acquiror Parent’s name shall record such conversionbe changed to “Hyperfine, Inc.”; provided, however, that, in the case of clause (vi), each of the parties hereto hereby acknowledges and agrees that each holder of shares the Parent Certificate of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with Incorporation and the Redemption Rights Parent Bylaws shall be entitled appropriately adjusted to receive only cash in an amount equal give effect to any amendments to the redemption price provided for in Governing Documents of Parent contemplated by the Trust Agreement Parent Certificate of Incorporation and the Acquiror Articles of Association; Parent Bylaws that are not adopted and approved by the Parent Shareholders at the Parent Shareholders Meeting (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automaticallyother than, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For for the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything amendments to the contrary contained in this AgreementGoverning Documents of Parent that are contemplated by the Required Governing Document Proposals). At the Effective Time the Parent Certificate of Incorporation and the Parent Bylaws shall each be amended to change the name of the Parent to “Hyperfine, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.Inc.”

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit B to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):shareholder: (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Class A Common Stock in accordance with this Section 6.4(b)(ii6.04(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Class A Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. At (aor prior to) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect Parent shall attend to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring effect all those filings required to be madefilings, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with Law to effect the Domestication, (ii) Parent shall duly execute and file a certificate of corporate domestication with the Office of the Secretary of State of the State of Delaware, (iii) obtaining Parent shall duly execute and file a certificate of de-registration from incorporation with the Registrar Secretary of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time State of the DomesticationState of Delaware identical to the certificate of incorporation attached hereto as Exhibit Q (the “Surviving Pubco Charter”), by virtue which shall be the certificate of incorporation of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror Surviving Pubco until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation, (iv) the Surviving Pubco shall adopt bylaws identical to the bylaws attached hereto as Exhibit R (the “Surviving Pubco Bylaws”), which shall be the bylaws of the Surviving Pubco until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Pubco and as provided in such bylaws and (v) Parent shall take any other action reasonably necessary to consummate the Domestication Certificate in accordance with the applicable provisions of Incorporation. (c) For the avoidance of doubtDGCL and the Companies Law, any in each case such that the Domestication shall become effective at the Effective Time. Any reference in this Agreement to shares of Acquiror Parent or Parent Class A Common Stock Shares and Acquiror Parent Class B Common StockShares, collectively, for periods from and after the Domestication will be deemed to include Surviving Pubco and the shares of Domesticated Acquiror Common StockSurviving Pubco Class A Shares, respectively. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur simultaneously with the Merger; provided, that, to the extent permitted by applicable Law, the parties agree for Tax purposes only to treat the Domestication as occurring immediately prior to the Mergers Merger. For the avoidance of doubt, any reference in this Agreement to Surviving Pubco for Tax periods prior to the Domestication shall include Parent and all other purposesany reference in this Agreement to Parent for periods from and after the Domestication shall include Surviving Pubco.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Domestication Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent in substantially the form agreed-attached as Exhibit A to by this Agreement (the Company and Acquiror“Parent Charter”) , in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and adopting bylaws in substantially the form attached as Exhibit B to this Agreement (the “Parent Bylaws”), (c) completing, making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the DomesticationDomestication as required pursuant to Part XII of the Companies Act, and (iiid) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies in the Cayman Islands. (b) Companies. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each all then issued and outstanding share of Acquiror Parent Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Delaware Parent Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) each all then issued and outstanding share of Acquiror Parent Class B Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Delaware Parent Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Stock; (iii) each then issued and outstanding Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit; and (v) . Further, immediately following the Domestication, and in any event, prior to the Effective Time, the Recapitalization will occur, whereby each authorized then issued and outstanding share of Acquiror Preferred Delaware Parent Class B Common Stock shall continue to exist as preferred stock be converted, on a one-for-one basis, into one share of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Delaware Parent Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective Timeconsummation of the Transactions, and subject to the Supermajority Acquiror Stockholder Approval, Acquiror shall take all actions necessary domesticate to cause the Domestication to State of Delaware and become effective a Delaware corporation in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary a certificate of State a Certificate of Domestication corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Domestication and the Company, together Acquiror Charter with the Certificate Secretary of Incorporation State of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawState of Delaware, (ii) completing and completing, making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies Companies. In connection with the Domestication, Acquiror shall adopt as Acquiror’s initial certificate of incorporation the Acquiror Charter. Acquiror shall effect the Domestication in such a way that Acquiror’s representations and warranties set forth in Article IV remain true and correct, in compliance with all applicable Law and in a matter so as to properly effectuate the Cayman Islandspurposes of this Agreement. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyStockholder, the “Conversion”): (i) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated the Acquiror Common Stock, and Stock (B) the transfer books as part of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for its domestication as a corporation incorporated in the Trust Agreement and the Acquiror Articles State of Association; Delaware); (ii) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock (as part of its domestication as a corporation incorporated in accordance with this Section 6.4(b)(iithe State of Delaware); ; and (iii) each then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into a Domesticated an Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent, in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company and AcquirorCompany, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (b) In accordance with applicable Law, the Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit Parent Right shall convert automatically into a one right to acquire one-tenth (1/10) of one share of common stock, par value $0.0001 per share, of Parent upon the consummation of Parent’s initial business combination, pursuant to the terms of the Parent Rights Agreement (“Domesticated Acquiror UnitParent Right”); and and (v) each authorized then issued and outstanding Parent Unit shall separate and convert automatically into one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent, one-half of Incorporationone Domesticated Parent Warrant and one Domesticated Parent Right. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized be cancelled and will entitle the holder thereof to one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.one-half of one Domesticated Acquiror Warrant..

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) subject to the transfer books of Acquiror shall record such conversion and (C) all rights vesting provisions set forth in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Sponsor Agreement; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge on a one-for-one basis, and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fourth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective TimeTime and no later than the day prior to the Closing Date, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form agreed-attached as Exhibit A to this Agreement and Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, Law and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Delaware Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Delaware Acquiror Common Stock (the “Sponsor Share Conversion”), subject to the vesting provisions set forth in accordance the Sponsor Agreement with this Section 6.4(b)(ii); respect to shares owned by Sponsor; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Delaware Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Delaware Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectivelyon a one-for-one basis, for periods from and after the Domestication will be deemed to include the shares one-fifth of Domesticated one Delaware Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesWarrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, prior to the Effective TimeClosing, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Companies Cayman Act, including by (ia) filing with the Delaware Secretary of State a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Post-Closing Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (iib) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Parent Domestication Documents and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in of the Cayman Islands. (b) . In accordance with applicable Law, pursuant to and by virtue of the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, Domestication and without any action on the part of any Acquiror shareholder (collectivelyParent shareholder, the “Conversion”): (i) (A) each then issued share of Parent Class A Common Stock and each share of Parent Class B Common Stock, each authorized pursuant to the Parent MAA and outstanding immediately prior to the effective time of the Domestication, shall be converted into one (1) share of Acquiror New Parent Common Stock and (ii) the governing documents of Parent shall be the Post-Closing Parent Certificate of Incorporation and the Post-Closing Parent Bylaws until thereafter amended in accordance with the provisions thereof and the DGCL. In connection with the Domestication, in accordance with applicable Law and pursuant to the applicable Warrant Agreement, each Parent Warrant that is outstanding at the time of the Domestication and exercisable for one share of Parent Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant warrant exercisable for one share of New Parent Common Stock. The Company will reasonably cooperate with Parent with respect to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit Domestication. This Agreement shall convert automatically into constitute a Domesticated Acquiror Unit; and (v) each authorized share “plan of Acquiror Preferred Stock shall continue to exist as preferred stock domestication” within the meaning of Acquiror in accordance with Section 388 of the Domestication Certificate of Incorporation. (c) For the avoidance of doubtDGCL such that, among other things, any reference in this Agreement corporate action to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods be taken by Parent from and after the effective time of the Domestication will that is set forth herein shall be deemed to include authorized, adopted and approved, as applicable, by the shares Parent Board and Parent Shareholders, as applicable, and shall not require any further action by such board of Domesticated Acquiror Common Stock. Notwithstanding anything to directors or stockholders under the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesDGCL.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) each then issued share of Acquiror Class B Common Stock shall convert automatically, in accordance with the terms of the Acquiror’s amended and restated memorandum and articles of association, into shares of Acquiror Class A Common Stock, (Aii) immediately following the conversion described in clause (i), each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; , and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject After all of the conditions set forth in Article X have been satisfied or, to obtaining the Acquiror Stockholders’ Approvalextent permitted by applicable Law, waived by the applicable Party or Parties entitled to the benefit thereof (other than the Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Closing), but no later than one day prior to the Effective TimeClosing Date, Acquiror shall take all actions necessary change its jurisdiction of incorporation from the Cayman Islands to cause the Domestication to become effective in accordance with the applicable provisions State of the DGCL and the Companies Act, including Delaware by (i) deregistering as a Cayman Islands exempted company pursuant to and in accordance with Sections 206 through 209 of the Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to and in accordance with Section 388 of the DGCL (the “Domestication”). Acquiror will effect the Domestication by (A) filing with the Delaware Secretary of State a Certificate of Domestication with respect all applicable notices, undertakings and other documents required to be filed, in form and substance reasonably satisfactory to the DomesticationCompany, paying all applicable fees required to paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act and in accordance therewith and (B) filing a certificate of corporate domestication, in form and substance reasonably acceptable to Acquiror the Company (the “Certificate of Domestication”), and the Company, together Acquiror Delaware Charter simultaneously with the Delaware Secretary of State in accordance with Section 388 of the DGCL. The Domestication shall become effective under the DGCL at the time the Certificate of Incorporation Domestication and the Acquiror Delaware Charter are accepted for filing by the Delaware Secretary of Acquiror in form agreed-to State or at such later time as may be mutually agreed by the Company and Acquiror, Acquiror and specified in each case, in accordance with of the provisions thereof Certificate of Domestication and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in Acquiror Delaware Charter. The time at which the Cayman Islands, as required Domestication actually becomes effective under the Companies Act in connection with DGCL is referred to herein as the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands“Domestication Effective Time”. (b) In At the Domestication Effective Time, the Governing Documents of Acquiror shall be amended and restated such that (i) the Acquiror Delaware Charter shall be the certificate of incorporation of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable Lawprovisions thereof and of the DGCL and (ii) the Acquiror Delaware Bylaws shall be the bylaws of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the Acquiror Delaware Charter and the DGCL. At the Merger Effective Time, the Acquiror Delaware Charter shall be amended to change Acquiror’s name to “Ginkgo Bioworks Holdings, Inc.” (c) At the Domestication shall provide that at the effective time of the DomesticationEffective Time, by virtue of the Domestication, Domestication and without any action on the part of any holder of Acquiror shareholder (collectivelyCayman Shares, the “Conversion”): Acquiror Cayman Warrants or Acquiror Cayman Units, (i) (A) each then Acquiror Cayman Class B Share that is issued and outstanding share of Acquiror Class A Common Stock shall immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into a share of Domesticated an Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Cayman Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Share, (ii) immediately following the conversion described in clause (A) i), each Acquiror Cayman Class A Share that is then issued and outstanding share of Acquiror Class B Common Stock shall will convert automatically, on a one-for-one basis, into a share of Domesticated an Acquiror Common StockDelaware Class A Share, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then Acquiror Cayman Warrant that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically, on a one-for-one basis, into an Acquiror Warrant shall convert automatically into a Domesticated Acquiror Delaware Warrant, pursuant to and in accordance with the Acquiror Warrant Agreement; , and (iv) each then Acquiror Cayman Unit that is issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax Domestication Effective Time will convert automatically into one Acquiror Delaware Class A Share and all other purposesone-fifth of one Acquiror Delaware Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock Share shall convert automatically, on a one-for-automatically into one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock Share shall convert automatically, on a one-for-automatically into one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything , one-half of one Domesticated Acquiror Warrant and one Domesticated Acquiror Right; and (v) each then issued and outstanding Acquiror Right shall convert automatically into one Domesticated Acquiror Right, pursuant to the contrary contained in this terms of the Acquiror Rights Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ ApprovalClosing Date, prior to the First Effective Time, Acquiror Plum shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Companies Cayman Islands Act, including by (i) filing with the Delaware Secretary of State a Certificate certificate of Domestication corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Plum and the Company, together with the Post-Closing Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawIncorporation, (ii) completing making all filings and making and procuring all those filings payments required to be made, including made with the Registrar of Companies in the Cayman Islands, as required under the Companies Act Islands in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance connection with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyholder of the issued Plum Shares, the “Conversion”): Plum shall cause (i) (A) each then Plum Class A Share and each Plum Class B Share that is issued and outstanding share of Acquiror Class A Common Stock shall convert immediately prior to the Domestication to be converted automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A common stock, par value $0.0001 per share, of Plum (collectively, the “New Plum Common StockShares”), (ii) the Governing Documents of Plum to become the Post-Closing Certificate of Incorporation and the Post-Closing Bylaws, and (Biii) Plum’s name to be changed to “Sakuu Holdings, Inc.” or such other name as mutually agreed to by Plum and the transfer books Company prior to obtaining approval of Acquiror shall record such conversion; provided, however, that each the holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for issued Plum Shares and set forth in the Trust Post-Closing Certificate of Incorporation. All references to Plum in this Agreement shall include Plum following the Domestication. Plum shall effect the Domestication in such a way that the representations and warranties of Plum set forth in Article VI remain true and correct, in compliance with all applicable Laws and in a matter so as to properly effectuate this Agreement and the Acquiror Articles of Association; (ii) (A) each then issued Transaction. All filing fees, legal fees and outstanding share of Acquiror Class B Common Stock shall convert automaticallyother, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion costs and (C) all rights expenses for and in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant relation to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit Domestication shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporationbe borne solely by Plum. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining prior receipt of the Acquiror Stockholders’ Shareholder Approval, on the Closing Date prior to the Effective TimeClosing, Acquiror SPAC shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Part 12 of the Companies Cayman Islands Act, including by . In connection with the Domestication: (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect SPAC shall attend to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring effect all those filings required to be madefilings, including with the Registrar of Companies in the Cayman Islands, as required under the Cayman Islands Companies Act in connection with to effect the Domestication, Domestication and (iii) obtaining obtain a certificate of de-registration from the Registrar of Companies in the Cayman Islands.; (bii) In SPAC shall duly execute and file a certificate of corporate domestication with the Office of the Secretary of State of the State of Delaware; (iii) SPAC shall duly execute and file a certificate of incorporation with the Secretary of State of the State of Delaware substantially in the form attached hereto as Exhibit D (the “SPAC Certificate of Incorporation”), which shall be the certificate of incorporation of SPAC until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; (iv) SPAC shall adopt bylaws substantially in the form attached hereto as Exhibit E (the “SPAC Bylaws”), which shall be the bylaws of SPAC until thereafter amended in accordance with the DGCL, the certificate of incorporation of SPAC and as provided in such bylaws; (v) SPAC shall take any other action reasonably necessary to consummate the Domestication in accordance with the applicable Lawprovisions of the DGCL and the Cayman Islands Companies Act, in each case such that the Domestication shall provide that at become effective prior to the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):Closing; (i) (Avi) each then SPAC Class A Share that is issued and outstanding immediately prior to the Domestication ((x) including, for the avoidance of doubt, any SPAC Class A Share issued pursuant to Section 2.01(d) and (y) excluding, for the avoidance of doubt, any SPAC Class A Share that is redeemed pursuant to Section 2.01(a)) shall become one share of Acquiror SPAC Class A Common Stock; (vii) each outstanding SPAC Public Share Right to receive one-tenth (1/10) of one SPAC Class A Ordinary Share will convert, in multiples of ten, into shares of SPAC Class A Common Stock (No fractional shares of SPAC Class A Common Stock will be issued in connection with the SPAC Public Share Rights and any fractional shares that would otherwise be issued shall convert automaticallybe rounded down to the nearest whole share); and (viii) SPAC’s name shall be changed to a name chosen by Company in consultation with SPAC; (provided, on that in the event that this Agreement is terminated in accordance with Section 9.01 after Domestication, but prior to the Closing, SPAC will promptly after termination change its name to a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and name that does not use the name “Hecate” or any similar name (B) the transfer books of Acquiror shall record such conversionif applicable)); provided, however, that each holder of shares the parties acknowledges and agrees that each of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights SPAC Certificate of Incorporation and the SPAC Bylaws shall be entitled appropriately revised so as not to receive only cash in an amount equal implement any amendments to the redemption price provided for in Organizational Documents of SPAC contemplated by the Trust Agreement SPAC Certificate of Incorporation and the Acquiror Articles SPAC Bylaws that are not adopted and approved by the shareholders of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) SPAC at the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of IncorporationSPAC Shareholders’ Meeting. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary continue out of the Cayman Islands and into the State of Delaware so as to cause re-domicile as and become a Delaware corporation by means of a merger of Parent with and into a newly formed Delaware corporation pursuant to the Domestication to become effective in accordance with Cayman Islands Companies Law and the applicable provisions of the DGCL DGCL, with such newly formed Delaware corporation becoming the surviving corporation in the merger, and subject to the receipt of the approval of the shareholders of Parent to the reincorporation merger terms, Parent shall adopt the newly formed Delaware corporation’s certificate of incorporation in form attached as Exhibit A hereto and the Companies Act, including by (i) filing with the newly formed Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, corporation’s bylaws in form and substance reasonably acceptable to Acquiror attached as Exhibit B hereto, with such changes as may be agreed in writing by Parent and the Company, together with Company (the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the “Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands”). (b) In accordance with applicable Law, the Domestication shall provide that at Immediately prior to the effective time of the Domestication, by virtue every issued and outstanding Parent Unit shall separate into each’s individual components of one Parent Class A Ordinary Share, one-half of one Parent Warrant and one Parent Right, and all Parent Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. In connection with the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): : (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit Parent Right shall convert automatically into a Domesticated Acquiror Unit; and one right to acquire one-tenth (v1/10) each authorized of one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with Parent upon the Domestication Certificate consummation of Incorporation. (c) For the avoidance of doubtParent’s initial business combination, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything pursuant to the contrary contained in this Agreement, terms of the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesParent Rights Agreement (“Domesticated Parent Right”).

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the CompanyCompanies, together with the Certificate of Incorporation of Acquiror in substantially the form agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, (B) however, that with respect to the transfer books shares of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock held by the Sponsor, in connection with the Domestication the Sponsor shall cease to exist, other than instead receive upon the right to receive conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ ApprovalShareholder Approvals, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate certificate of Incorporation incorporation of Acquiror in substantially the form agreed-to by the Company and Acquirorattached as Exhibit A hereto, in each case, in accordance with the provisions thereof and applicable Law, (iib) adopting the bylaws in substantially the form attached as Exhibit B hereto, (c) causing the directors and officers set forth on ‎Section 7.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal, (d) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar in connection with the Domestication as a matter of Companies in Cayman Islands law including a director's affidavit and undertaking, and notice of the special resolutions approving, inter alia, the de-registration of the Acquiror under the laws of the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiie) obtaining requesting a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyof Acquiror, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a one (1) share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a one (1) share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into a one (1) Domesticated Acquiror Public Warrant, pursuant to the Acquiror Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit Private Placement Warrant shall convert automatically into a one (1) Domesticated Acquiror UnitPrivate Placement Warrant, pursuant to the Warrant Agreement; and and (v) each authorized share of then issued and outstanding Acquiror Preferred Stock shall continue Unit shall, to exist as preferred stock of the extent not already split into underlying Domesticated Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Domesticated Acquiror Class B Common StockPublic Warrants by the holder thereof, collectivelyconvert automatically, for periods from and after the Domestication will be deemed to include the shares into one (1) share of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-third of one Domesticated Acquiror Public Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary re-domicile as and become a Delaware corporation by means of a merger of Parent with and into a newly formed Delaware corporation and wholly-owned subsidiary of Parent pursuant to cause the Domestication to become effective in accordance with Cayman Islands Companies Law and the applicable provisions of the DGCL DGCL, with such newly formed Delaware corporation becoming the surviving corporation in the merger, and subject to the receipt of the approval of the shareholders of Parent to the reincorporation merger terms, Parent shall adopt the newly formed Delaware corporation’s certificate of incorporation in form attached as Exhibit A hereto and the Companies Act, including by (i) filing with the newly formed Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, corporation’s bylaws in form and substance reasonably acceptable to Acquiror attached as Exhibit B hereto, with such changes as may be agreed in writing by Parent and the Company, together with Company (the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the “Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands”). (b) In accordance with applicable Law, the Domestication shall provide that at Immediately prior to the effective time of the Domestication, by virtue every issued and outstanding Parent Unit shall separate into each’s individual components of one Parent Class A Ordinary Share and one-half of one Parent Warrant and all Parent Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. In connection with the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): : (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion Parent; and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date prior to the Effective Time, Acquiror Purchaser shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in Islands Act. In connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then Purchaser Class A Ordinary Share that is issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal immediately prior to the redemption price provided Domestication ((x) including, for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference Purchaser Class A Ordinary Share issued pursuant to Section 2.1(c) and (y) excluding, for the avoidance of doubt, any Purchaser Class A Ordinary Share that is redeemed pursuant to Section 2.1(a)) shall become one Purchaser Class A Common Share, (ii) each Purchaser Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one Purchaser Class A Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in this Agreement the Warrant Agreement, (iii) the Governing Documents of Purchaser shall be amended and restated such that the certificate of incorporation of Purchaser shall be in a form reasonably acceptable to shares Purchaser and the Company such that the certificate of Acquiror incorporation of Purchaser complies with any requirements contained in the Company’s current Governing Document (the “Purchaser Certificate of Incorporation”), and the bylaws of Purchaser shall be in a form reasonably acceptable to Purchaser and the Company (the “Purchaser Bylaws”), and (iv) Purchaser’s name shall be changed to Btab Ecommerce Holdings, Inc.; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the Purchaser Certificate of Incorporation and the Purchaser Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of Purchaser contemplated by the Purchaser Certificate of Incorporation and the Purchaser Bylaws that are not adopted and approved by the Pre-Closing Purchaser Holders at the Purchaser Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Purchaser that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and the Required Governing Document Proposals) and (B) in connection with clauses (i) and (ii), each issued and outstanding unit of Purchaser that has not been previously separated into the underlying Purchaser Class A Ordinary Shares and underlying Purchaser Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to (x) one share of Purchaser Class A Common Stock, and (y) one-half of one warrant representing the right to purchase one share of Purchaser Class A Common Stock at an exercise price of $11.50 per share on the terms and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything subject to the contrary contained conditions set forth in this the Warrant Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.