Common use of Domestication Clause in Contracts

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent Warrant.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the CompanyCompanies, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Common Stock; provided, par value US$0.0001 per sharehowever, that with respect to the shares of ParentAcquiror Class B Common Stock held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock 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 Parent Warrant warrant of Acquiror shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one a Domesticated Parent WarrantAcquiror Unit.

Domestication. (a) Subject to receipt of the Parent Shareholder Domestication Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, 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 Parent and the Company, together with the Certificate of Incorporation of Parent, Parent in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of IncorporationCharter”)) , in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable 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 with the Cayman Islands Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) 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 Registrar. (b) Islands Registrar of Companies. 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 Parent Shareholder: (i) each all then issued and outstanding Parent Class A Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDelaware Parent Class A Common Stock; (ii) each all then issued and outstanding Parent Class B Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDelaware Parent Class B Common Stock; (iii) each then issued and outstanding warrant of Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated a Delaware Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into a Delaware Parent Unit. Further, immediately following the Domestication, and in any event, prior to the Effective Time, the Recapitalization will occur, whereby each then issued and outstanding share of Delaware Parent Class B Common Stock shall be converted, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Delaware Parent WarrantClass A Common Stock.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one a Domesticated Parent WarrantAcquiror Unit.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent Acquiror Class A Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent Acquiror Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into a Domesticated Acquiror Unit. Immediately following the Domestication, Acquiror shall have caused each issued and outstanding Domesticated Acquiror Unit to have separated into one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Common Stock and one-half fourth of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of On the Parent Shareholder Approval, at least one Business Day Closing Date prior to the Closing DateEffective Time, Parent Dragoneer shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, occur in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing DGCL and making and procuring all those filings required to be made with the Registrar Part XII of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in 2020 Revision). In connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: (i) each then Dragoneer Class A Share and each Dragoneer Class B Share that is issued and outstanding Parent Class A Ordinary Share immediately prior to the Domestication shall convert automatically into become one share of common stock, par value US$$0.0001 per share, of Parent; Dragoneer, (ii) each then issued Dragoneer Warrant that is outstanding immediately prior to the Domestication shall, from and outstanding Parent Class B Ordinary Share shall convert automatically into after the Domestication, represent the right to purchase one share of common stock, par value US$$0.0001 per share, of Parent; 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) each then issued and outstanding Parent Warrant Forward Purchase Share shall convert automatically into one warrant to acquire become one share of common stock, par value US$$0.0001 per share, of Parent Dragoneer, (iv) the Governing Documents of Dragoneer shall be amended and restated such that the certificate of incorporation of Dragoneer shall be substantially in the form attached hereto as Exhibit E (the “Domesticated Parent WarrantDragoneer Certificate of Incorporation”), pursuant and the bylaws of Dragoneer shall be substantially in the form attached hereto as Exhibit F (the “Dragoneer Bylaws”), and (v) Dragoneer’s name shall be changed as determined by the Company in its sole discretion; provided, however, that, (A) in the case of clause (iv), each of the Parties acknowledges and agrees that each of the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws shall be appropriately revised so as not to implement any amendments to the Parent Warrant Agreement; Governing Documents of Dragoneer contemplated by the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws that are not adopted and approved by the Pre-Closing Dragoneer Holders at the Dragoneer Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Dragoneer that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and (ivB) in connection with clause (i), (ii) and (iii), each then issued and outstanding Parent Unit shall separate unit of Dragoneer that has not been previously separated into the underlying Dragoneer Class A Shares and convert automatically into underlying Dragoneer Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value US$$0.0001 per share, of ParentDragoneer, and one-half fifth of one Domesticated Parent Warrantwarrant 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 receipt of the Required Parent Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent shall cause the Domestication to become effective, including by (i) filing with the 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with under Section 206 of the DomesticationCayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (b) 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 Parent Shareholder: shareholders of Parent, (iA) each then issued and outstanding Parent Class A 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 shall Share”) will convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 $0.0001, per share, share of ParentParent (a “Domesticated Parent Common Share”); (iiB) each then issued and outstanding warrant of Parent Class B Ordinary Share shall (a “Parent Warrant”) will convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one a warrant to acquire one share of common stock, par value US$0.0001 per share, of Domesticated Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (ivC) each then issued and outstanding unit of Parent, comprised of one Parent Unit Ordinary Share and one Parent Warrant (a “Parent Unit”), shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, a unit of Parent, one-half of with each such unit representing one Domesticated Parent WarrantCommon Share and one Domesticated Parent Warrant (a “Domesticated Parent Unit”).

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Effective Time and no later than the day prior to the Closing Date, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form 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 Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, applicable Law and (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDelaware Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDelaware Acquiror Common Stock (the “Sponsor Share Conversion”), par value US$0.0001 per share, of Parentsubject to the vesting provisions set forth in the Sponsor Agreement with respect to shares owned by Sponsor; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent a Delaware Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one a share of common stockDelaware Acquiror Common Stock, par value US$0.0001 per share, of Parent, on a one-half for-one basis, and one-fifth of one Domesticated Parent Delaware Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing DateClosing, Parent shall cause the Domestication to become effectiveeffective in accordance with Section 388 of the DGCL and Part XII of the Cayman Act, including by (ia) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Post-Closing Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, Parent Domestication Documents and (iiic) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Registrar. (b) Islands. In accordance with applicable Law, pursuant to and by virtue of the Certificate of 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 Parent Shareholder: shareholder, (i) each then issued and outstanding share of Parent Class A Ordinary Share 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 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 into a warrant exercisable for one share of common stock, par value US$0.0001 per share, of Parent; (ii) each then issued and outstanding New Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Common Stock. The Company will reasonably cooperate with Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant with respect to the Domestication. This Agreement shall constitute a “plan of domestication” within the meaning of Section 388 of the DGCL such that, among other things, any corporate action to be taken by Parent Warrant Agreement; from and (iv) each then issued after the effective time of the Domestication that is set forth herein shall be deemed authorized, adopted and outstanding approved, as applicable, by the Parent Unit Board and Parent Shareholders, as applicable, and shall separate and convert automatically into one share not require any further action by such board of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent Warrantdirectors or stockholders under the DGCL.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing Date, Parent shall cause 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 the Domestication to become effective, including by (i) filing with Cayman Islands Companies Law and the Secretary of State applicable provisions of the State of DGCL, with such newly formed Delaware a Certificate of Domestication with respect corporation becoming the surviving corporation in the merger, and subject to the Domesticationreceipt 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 and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (hereto and the newly formed Delaware corporation’s bylaws in form attached as Exhibit B hereto, with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act Company (the “Cayman RegistrarDomestication”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar). (b) In accordance with applicable Law, the Certificate of 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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; and (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent Warrant.

Domestication. (a) Subject to receipt of the Parent Required Trebia Shareholder ApprovalApprovals, at least one Business Day no later than the calendar day prior to the day on which the Closing Dateoccurs, Parent Trebia shall cause the Domestication to become effective, 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 Parent and the CompanyS1 Holdco, together with the Trebia Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)hereto, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) adopting the Trebia Bylaws in substantially the form attached as Exhibit B hereto, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: shareholder of Trebia, (i) each then issued and outstanding Parent Trebia Class A Ordinary Share shall and Trebia Class B Ordinary Share (other than the Founder Earnout Shares and the Seller Earnout Shares) will convert automatically into one (1) share of common stockTrebia Class A Common Stock, par value US$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Founder Earnout Share shall will convert automatically into one (1) share of common stockTrebia Class D Common Stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant 1,450,000 shares of Trebia Class B Ordinary Shares held by the Founders shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; be forfeited and (iv) each then issued and outstanding Parent Unit shall separate and Trebia Warrant will convert automatically into a warrant to acquire one (1) share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent WarrantTrebia Common Stock.

Domestication. (a) Subject Prior to receipt the Effective Time, subject to approval of the Parent Shareholder Approval, at least one Business Day prior to the Closing DateDomestication Proposal, Parent shall cause have completed the Domestication to become effectivein accordance with applicable Law. In connection with the Domestication, including by (i) filing Parent shall file with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLCompany Parties, (ii) completing and making and procuring Parent shall make all those filings required to be made with the Cayman Islands Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) 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 Cayman Registrar. (b) In accordance effect that Parent has complied 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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; its obligations under clause (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stockabove, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then Parent Class A Share and each Parent Class B Share that is issued and outstanding Parent Unit immediately prior to the Domestication shall separate and convert automatically into become one share of common stockNew Parent Class A Common Stock and one share of New Parent Class B Common Stock, par value US$0.0001 per sharerespectively, (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 (vii) Parent’s name shall be changed to “Hyperfine, one-half Inc.”; provided, however, that, in the case of one Domesticated clause (vi), each of the parties hereto hereby acknowledges and agrees that each of the Parent Warrant.Certificate of Incorporation and the Parent Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of Parent contemplated by the Parent Certificate of Incorporation and the Parent Bylaws that are not adopted and approved by the Parent Shareholders at the Parent Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing 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, Inc.”

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateFirst Effective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Class A Common Stock; (iii) each then issued and outstanding Parent Warrant warrant of Acquiror shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one a Domesticated Parent WarrantAcquiror Unit.

Domestication. (a) Subject to receipt of the Parent Required SPAC Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent SPAC shall cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a certificate of the State of Delaware a Certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent the Company and SPAC (the Company“Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent SPAC Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (20121 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (b) . 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 Parent Shareholder: shareholders of SPAC, (i) each then issued and outstanding Parent SPAC Class A Ordinary Share shall and SPAC Class B Ordinary Share (a “SPAC Ordinary Share”) will convert automatically automatically, on a one-for-one basis, into one share a shares of common stock, Class A Common Stock par value US$$0.0001 per shareand Class B Common Stock par value $0.0001, of Parentrespectively, (the “Domesticated SPAC Common Stock”); (ii) each then issued and outstanding Parent Class B Ordinary Share SPAC Warrant shall convert automatically into one share a warrant to purchase shares of common stockDomesticated SPAC Common Stock (a “Domesticated SPAC Warrant”), par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant SPAC Right shall convert automatically into one warrant a right to acquire one share receive shares of common stock, par value US$0.0001 per share, of Parent Domesticated SPAC Common Stock (a “Domesticated Parent WarrantSPAC Right”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent SPAC Unit shall separate and convert automatically into a unit of SPAC, with each such unit representing one share of common stockDomesticated SPAC Common Stock, par value US$0.0001 per shareone Domesticated SPAC Warrant and one Domesticated SPAC Right (a “Domesticated SPAC Unit”). (b) 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 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 Parent, a SPAC Warrant shall receive one-half tenth of one share of Domesticated Parent WarrantSPAC Common Stock upon completion of an initial business combination instead of one-tenth of one SPAC Class A Ordinary Share. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute a “reorganization” within the meaning of 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 file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations with respect to the Domestication, and (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the meaning of Section 1313 of the Code. 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 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 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 consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, Domestication and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (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 outstanding Parent restated memorandum and articles of association, into shares of Acquiror Class A Ordinary Share shall convert automatically into one share of common stockCommon Stock, par value US$0.0001 per share, of Parent; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Parent share of Acquiror Class B Ordinary Share A Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Common Stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; , and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one a Domesticated Parent WarrantAcquiror Unit.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a certificate of the State of Delaware a Certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Class A Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one a share of common stockDomesticated Acquiror Class A Common Stock, par value US$0.0001 per share, of Parent, on a one-half for-one basis, and one-third of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Domestication Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, 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 Parent and the Company, together with the Certificate of Incorporation of Parent, Parent in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of IncorporationCharter”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable 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 with the Cayman Islands Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Cayman Registrar. (b) Islands Registrar of Companies. 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 Parent Shareholder: (i) each all then issued and outstanding Parent Class A Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDelaware Parent Common Stock; (ii) each all then issued and outstanding Parent Class B Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one share Delaware Parent Common Stock; provided, however, that with respect to the shares of common stockParent Class B Ordinary Shares held by the Sponsor, par value US$0.0001 per share, in connection with the Domestication the Sponsor shall instead receive upon the conversion of Parentthe shares of Parent Class B Ordinary Shares held by Sponsor a number of shares of Delaware Parent Common Stock equal to the number of shares of Parent Class B Ordinary Shares held by the Sponsor as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated a Delaware Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated a Delaware Parent WarrantUnit.

Domestication. (a) Subject to the receipt of the Parent Shareholder Approval, at least one 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 commencement of the PIPE Investment), Parent shall cause shall, in accordance with Applicable Legal Requirements, any applicable rules and regulations of the SEC and the NYSE and Parent Organizational Documents, effect the Domestication and in furtherance thereof, shall (a) file, prior to become effectivethe Closing (and for the avoidance of doubt, including by (i) filing with prior to the Secretary of State commencement of the State of Delaware PIPE Investment), a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLCharter, (iib) adopt the Parent Bylaws, and (c) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (b) . In accordance with applicable LawApplicable Legal Requirements, 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 Parent Shareholder: shareholder of Parent, (i) each then issued and outstanding Parent Class A Ordinary B Share shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of Parenta Parent Class A Share; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Parent Class B Ordinary A Share shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Parent Stock; (iii) each then issued and outstanding Cayman Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; Agreement and (iv) each then issued and outstanding unit of Parent Unit shall separate and convert automatically be separated into its component parts, consisting of one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Parent Class A Stock and one-half of one Domesticated Parent Warrant.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least prior to the First Effective Time and no later than one (1) Business Day prior to the Closing Date, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (the "Domesticated Acquiror Certificate of Incorporation") (with such changes as may be agreed in writing by Parent the Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. Registrar and (bd) adopting the Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by the Acquiror and the Company). 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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of Parent; Domesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Class A Common Stock; (iii) the terms of the Acquiror Class B Common Stock shall be modified to, par value US$0.0001 per shareamong other things, provide that each share of ParentAcquiror Class B Common Stock shall carry three (3) votes; (iiiiv) the Domesticated Acquiror Class C Common Stock shall be created and a sufficient number of shares thereof authorized to effect the transactions contemplated hereby and under the Ancillary Agreements, (v) each then issued and outstanding Parent Warrant warrant of Acquiror shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; Agreement; and (ivvi) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Class A Common Stock and one-half quarter of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Stockholder Approval, at least one on the Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, 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 Parent and the Company, together with the Certificate of Incorporation of Parent, Parent substantially in substantially the form attached as Exhibit A to this Agreement hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: Stockholder, (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentParent Common Stock; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentParent Common Stock; (iii) each then issued and outstanding warrant to acquire a Parent Warrant Class A Ordinary Share shall convert automatically into one a redeemable warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”)Common Stock, pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding unit of Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, Parent Common Stock and one-half third of one Domesticated redeemable Parent Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, on the day that is at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Companies Act, including by (i) filing with the 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) under the Cayman Companies Act, including Section 206 thereof, in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire become exercisable for one share of common stock, par value US$$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent, Parent and one-half of one Domesticated Parent Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder ApprovalRequired Artius Vote, at least one Business Day prior to the Closing DateClosing, Parent Artius shall cause the Domestication to become effectiveeffective in any appropriate manner at the discretion of Artius, 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 Parent Artius and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Interim Artius Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in of the Cayman Islands under the Cayman Islands Companies Act (the “Cayman Registrar”As Revised) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Registrar. Islands and (bd) completing and making all filings required to be made with the SEC and the NASDAQ to list Artius Class A Common Stock on the NASDAQ. Immediately prior to the Closing, Artius shall adopt the Artius Bylaws as its bylaws until thereafter amended in accordance with the provisions thereof, the Interim Artius Certificate of Incorporation and the DGCL. 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 Parent Shareholder: Artius Stockholder, (i) each then issued and outstanding Parent Artius Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication shall convert automatically be converted into one (1) share of common stock, par value US$0.0001 per share, of Parent; Artius Class A Common Stock and (ii) each then issued and outstanding Parent Artius Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication shall convert automatically be converted into one (1) share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant Artius Class B Common Stock. The Company shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant reasonably cooperate with Artius with respect to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent WarrantDomestication.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one a Domesticated Parent WarrantAcquiror Unit.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, including by 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, applicable Law; and (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) 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 Cayman Registrar. (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 Parent Shareholderthe shareholders of Acquiror: (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate be cancelled and convert automatically into will entitle the holder thereof to one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Common Stock and one-half of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior Prior to the Closing DateDate and following Acquiror shareholders’ exercise of their Redemption Rights, Parent Acquiror shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Section 206 of the Companies Act, 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 Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement F hereto (with such changes as may be agreed in writing by Parent the “Certificate of Domestication”) and the Company, the “Parent Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with to effect the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. Registrar and taking any other actions necessary in connection therewith. In connection with (band as part of) 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 Parent Shareholder: Acquiror shall cause (i) each then issued and outstanding Parent Acquiror Class A Ordinary Share shall convert automatically and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of common stockAcquiror Common Stock, par value US$0.0001 per share, of Parent; (ii) each then Acquiror Warrant that is issued and outstanding Parent Class B Ordinary Share shall convert automatically immediately prior to the Domestication to be converted into one share of common stockDomesticated Acquiror Warrant, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically Acquiror Unit to be converted into one warrant to acquire Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; Acquiror Common Stock and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent Acquiror Warrant, (iv) the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and the Acquiror Bylaws and (v) 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 is otherwise unable to change its name to “Avertix Medical, Inc.” in the State of Delaware, Acquiror shall cause its name to 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 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 connection with the Domestication and will consider, in good faith, any comments thereto.

Domestication. (a) Subject to receipt of obtaining the Parent Shareholder Acquiror Stockholders’ Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall take all actions necessary to cause the Domestication to become effectiveeffective in accordance with the applicable provisions of the DGCL and the Companies Act, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A B to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made made, including with the Registrar of Companies in the Cayman Islands Islands, as required 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 RegistrarIslands. (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 Parent Shareholder: Acquiror shareholder: (i) (A) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Class A Common Stock, par value US$0.0001 per shareand (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of Parent; 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 share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Class A Common Stock, par value US$0.0001 per 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, of Parent; other than the right to receive the Domesticated Acquiror Class A Common Stock in accordance with this Section 6.04(b)(ii); (iii) each then issued and outstanding Parent Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Acquiror Warrant Agreement; and ; (iv) each then issued and outstanding Parent Acquiror Unit shall separate and convert automatically into one a Domesticated Acquiror Unit; and (v) each authorized share of common stockAcquiror 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, par value US$0.0001 per shareany 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 ParentDomesticated Acquiror Class A Common Stock. Notwithstanding anything to the contrary contained in this Agreement, one-half of one Domesticated Parent Warrantthe parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror substantially in substantially the form attached as Exhibit A to this Agreement hereto (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Common Stock and one-half fourth of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent shall cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a certificate of the State of Delaware a Certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Companyparties (the “Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in of the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: , (i) each then issued and outstanding Parent Class A Ordinary Share shall will convert automatically automatically, on a one-for-one basis, into one a share of common stock, stock par value US$0.0001 $0.0001, per share, share of ParentParent (a “Domesticated Parent Common Share”); and (ii) each then issued and outstanding Parent Class B Ordinary Share shall Warrant will convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one a warrant to acquire one share of common stock, par value US$0.0001 per share, of Domesticated Parent Common Share (a “Domesticated Parent Warrant”). Each Parent Warrant will continue to have, and be subject to, the same terms and conditions set forth in the warrant agreement (the “Warrant Agreement”), dated as of August 6, 2020, by and between Parent and Sponsor. For U.S. federal income tax purposes, the Domestication is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code. Parent hereby (i) adopts this Agreement insofar as it relates to the Domestication as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations with respect to the Domestication, and (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the meaning of Code Section 1313 (or pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share any similar provision of common stockapplicable state, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent Warrantlocal or foreign Law).

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent Acquiror Class A Ordinary Common Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent Acquiror Class B Ordinary Common Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Acquiror Warrant”), pursuant to the Parent Acquiror Warrant Agreement; and (iv) each then issued and outstanding Parent Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock, one-half of one Domesticated Parent WarrantAcquiror 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 terms of the Acquiror Rights Agreement.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, including by (ia) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; (iv) each then issued and outstanding Parent Right shall convert automatically into one right to acquire one-tenth (1/10) of one share of common stock, par value $0.0001 per share, of Parent upon the consummation of Parent’s initial business combination, pursuant to the terms of the Parent Rights Agreement (“Domesticated Parent Right”); and (ivv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent, one-half of one Domesticated Parent WarrantWarrant and one Domesticated Parent Right.

Domestication. (a) Subject to receipt of the Parent Purchaser Shareholder Approval, at least one Business Day prior to the Closing DateClosing, Parent shall 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, including by (ia) filing with the Delaware Secretary of State a certificate of the State of Delaware a Certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent the Purchaser and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Purchaser Charter upon Domestication, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, and (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, Domestication and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Registrar. (b) Islands. In accordance connection with applicable Law, Purchaser shall cause the Certificate 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 Parent Shareholder: holder of the issued Purchaser Ordinary Shares, (i) each then issued and outstanding Parent Purchaser Class A Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one (1) share of common stock, par value US$0.0001 per share, of ParentDomesticated Purchaser Common Stock; (ii) each then issued and outstanding Parent Class B Ordinary Share Cayman Purchaser Right shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parenta Domesticated Purchaser Right; and (iii) each then issued Cayman Purchaser Unit shall be automatically cancelled and outstanding Parent Warrant shall convert automatically into will thereafter entitle the holder thereof to one warrant to acquire one (1) share of common stock, par value US$0.0001 per share, of Parent Domesticated Purchaser Common Stock and one (“1) Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent WarrantPurchaser Right.

Domestication. (a) Subject to receipt of the Parent Shareholder Domestication Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, 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 Parent and the Company, together with the Certificate of Incorporation of Parent, Parent in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of IncorporationCharter”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable 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 with the Cayman Islands Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Cayman Registrar. (b) Islands Registrar of Companies. 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 Parent Shareholder: (i) each all then issued and outstanding Parent Class A Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDelaware Parent Class A Common Stock; (ii) each all then issued and outstanding Parent Class B Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDelaware Parent Class B Common Stock; (iii) each then issued and outstanding warrant of Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated a Delaware Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share a Delaware Parent Unit. Upon or as soon as practicable following the effectiveness of common stockthe Domestication, par value US$0.0001 per share(i) the Parent Board (in their capacities as directors of 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 use commercially reasonable efforts to obtain consents from the holders of a majority of the voting power of the outstanding shares of the Delaware Parent Common Stock as of such record date and time to so approve and adopt this Agreement in accordance with the DGCL” (d) The Merger Agreement is hereby amended by deleting from Section 7.3(a)(B) the words “facilitate the solicitation by Parent of proxies 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, one-half 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 one Domesticated proxies from the holders of Parent WarrantClass 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. (f) Schedule A of the Merger Agreement is hereby amended by adding the following defined terms and section references to the table set forth therein in the appropriate alphabetical order: “Delaware Parent Class A Common Stock” Recitals “Delaware Parent Class B Common Stock” Recitals (g) Schedule A of the Merger Agreement is hereby amended by deleting the entry for the defined term “Delaware Parent Common Stock” from the table set forth therein and replacing it in its with the following: “Delaware Parent Common Stock” Schedule A (h) Schedule A of the Merger Agreement is hereby amended by adding the following defined term in the appropriate alphabetical order:

Domestication. (a) Subject to prior receipt of the Parent Shareholder Approval, at least one Business Day on the Closing Date prior to the Closing DateClosing, Parent SPAC shall cause the Domestication to become effective, including by occur in accordance with Section 388 of the DGCL and Part 12 of the Cayman Islands Act. In connection with the Domestication: (i) filing SPAC shall attend to and effect all filings, including with the Registrar of Companies in the Cayman Islands, as required under the Cayman Islands Companies Act to effect the Domestication and obtain a certificate of de-registration from the Registrar of Companies in the Cayman Islands; (ii) 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 a Certificate of Domestication with respect to the Domestication, substantially in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached hereto as Exhibit A to this Agreement D (with such changes as may be agreed in writing by Parent and the Company, the “Parent SPAC Certificate of Incorporation”), in each case, which shall be the certificate of incorporation of SPAC until thereafter amended in accordance with the provisions thereof DGCL and Section 388 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; (iiv) completing and making and procuring all those filings required SPAC shall take any other action reasonably necessary to be made consummate the Domestication in accordance with the Registrar applicable provisions of Companies in the DGCL and the Cayman Islands under Companies Act, in each case such that the Cayman Companies Act Domestication shall become effective prior to the Closing; (vi) each SPAC Class A Share that is issued and outstanding immediately prior to the “Cayman Registrar”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 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 be 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, 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 name that does not use the name “Hecate” or any similar name (if applicable)); provided, however, that each of the parties acknowledges and (iii) obtaining a certificate agrees that each of de-registration from the Cayman Registrar. (b) In accordance with applicable Law, the SPAC Certificate of Domestication Incorporation and the SPAC Bylaws shall provide 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 effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent WarrantSPAC Shareholders’ Meeting.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing Date, Parent shall cause continue out of the Domestication to become effective, including by (i) filing with the Secretary of State of Cayman Islands and into the State of Delaware so as to re-domicile as and become a Certificate Delaware corporation by means of Domestication a merger of Parent with respect and into a newly formed Delaware corporation pursuant to the Domestication, in form and substance reasonably acceptable to Parent Cayman Islands Companies Law and the Companyapplicable provisions of the DGCL, together with such newly formed Delaware corporation becoming the Certificate surviving corporation in the merger, and subject to the receipt of Incorporation the approval of Parentthe shareholders of Parent to the reincorporation merger terms, Parent shall adopt the newly formed Delaware corporation’s certificate of incorporation in substantially the form attached as Exhibit A to this Agreement (hereto and the newly formed Delaware corporation’s bylaws in form attached as Exhibit B hereto, with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act Company (the “Cayman RegistrarDomestication”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar). (b) In accordance with applicable Law, the Certificate of 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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Unit Right shall separate and convert automatically into one right to acquire one-tenth (1/10) of one share of common stock, par value US$$0.0001 per share, of Parent upon the consummation of Parent’s initial business combination, one-half pursuant to the terms of one the Parent Rights Agreement (“Domesticated Parent WarrantRight”).

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Common Stock, par value US$0.0001 per share, of Parentsubject to the vesting provisions set forth in the Sponsor Agreement; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Acquiror Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate and convert automatically into one a share of common stockDomesticated Acquiror Common Stock, par value US$0.0001 per share, of Parent, on a one-half for-one basis, and one-fourth of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, and following the surrender and cancellation of the Parent Class B Ordinary Share pursuant to Section 8.10, on the day that is at least one Business Day prior to the Closing Datedate of the Effective Time, Parent shall cause the Domestication to become effective, including by (ia) filing with the 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent; (ii) each then issued and outstanding Parent Class B Ordinary Share Warrant shall convert automatically into become exercisable for one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$$0.0001 per share, of Parent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iviii) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value US$$0.0001 per share, of Parent, Parent and one-half of one Domesticated Parent Warrant.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one (1) Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, applicable Law and (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent Acquiror Class A Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Class A Stock; (ii) each then issued and outstanding Parent Acquiror Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Class B Stock; (iii) each then issued and outstanding Parent Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Acquiror Unit shall separate be canceled and convert automatically into will entitle the holder thereof to one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Class A Stock and one-half fifth of one Domesticated Parent Acquiror Warrant. (b) At least one (1) Business Day prior to the Effective Time, Acquiror shall take the actions necessary vis-à-vis the relevant Governmental Authority to become a resident taxpayer for purposes of U.S. federal income tax.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”)Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate be cancelled and convert automatically into will entitle the holder thereof to one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Common Stock and one-half of one Domesticated Parent Acquiror Warrant...

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateClosing, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror substantially in substantially the form attached as Exhibit A to this Agreement hereto (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) Registrar in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Islands Registrar. (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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent Acquiror Class A Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent Acquiror Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into one share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Acquiror Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Common Stock and one-half of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject to receipt of the Parent Acquiror Shareholder Approval, at least one Business Day prior to the Closing DateEffective Time, Parent Acquiror shall cause the Domestication to become effective, 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 Parent Acquiror and the Company, together with the Certificate of Incorporation of Parent, Acquiror in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. (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 Parent Shareholder: shareholder of Acquiror, (i) each then issued and outstanding Parent share of Acquiror Class A Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (ii) each then issued and outstanding Parent share of Acquiror Class B Ordinary Share Common Stock shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, of ParentDomesticated Acquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“a Domesticated Parent Acquiror Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Cayman Acquiror Unit shall separate be cancelled and will convert automatically into a one share of common stock, par value US$0.0001 per share, of Parent, Domesticated Acquiror Common Stock and one-half fifth of one Domesticated Parent Acquiror Warrant.

Domestication. (a) Subject Prior to receipt the consummation of the Parent Transactions, and subject to the Supermajority Acquiror Shareholder Approval, at least one Business Day prior Acquiror shall continue and domesticate to the Closing Date, Parent shall cause State of Delaware and become a Delaware corporation in accordance with Section 388 of the Domestication to become effective, including DGCL and Part XII of the Companies Act by (i) filing a certificate of corporate domestication with respect to the Domestication and the Acquiror Charter with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLDelaware, (ii) completing and completing, making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of 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 representations 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 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 Parent Acquiror Shareholder: , (i) each then issued and outstanding Parent Class A share of Pre-Domestication Acquiror Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, Acquiror Common Stock (as part of Parentits domestication as a corporation incorporated in the State of Delaware); (ii) each then issued and outstanding Parent share of Pre-Domestication Acquiror Class B Ordinary Share Shares shall convert automatically automatically, on a one-for-one basis, into one a share of common stock, par value US$0.0001 per share, Acquiror Common Stock (as part of Parentits domestication as a corporation incorporated in the State of Delaware); (iii) each then issued and outstanding Parent Pre-Domestication Acquiror Warrant shall convert automatically into one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Parent an Acquiror Warrant”), pursuant to the Parent 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 Parent Unit shall separate IDX in their discretion prior to obtaining approval of the shareholders of Acquiror and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, one-half of one Domesticated Parent Warrantset forth in the Acquiror Charter.