Common use of Domestication Clause in Contracts

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (the “Certificate of Domestication”), in accordance with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for 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. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Acquiror Shareholder Approval and Approval, prior to the First Effective Time, DevvStream Acquiror shall use its reasonable best efforts to 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 (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of corporate domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Domestication (the “Certificate of Domestication”)Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, and (ii) completing and submitting a statutory declaration making and procuring all those filings required to be made under the Companies Act with the Alberta Registrar of Corporations (Companies in the “AB Registrar”), together Cayman Islands in connection with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) The Certificate of In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any DevvStream Shareholders, Acquiror shareholder: (i) (A) each then issued and outstanding Pre-Domestication DevvStream Common Acquiror Class A Ordinary Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) share of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Domesticated Acquiror Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so convertedStock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of Acquiror Class A Ordinary Shares that has validly elected to redeem its shares in connection with the Acquiror Shareholder Redemption shall, in lieu of such conversion, be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror’s Governing Documents; (ii) (A) each then issued and outstanding Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; (iii) all the propertyeach then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized Acquiror Preference Share shall continue to exist as a share of preferred stock of Acquiror in accordance with the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations Certificate of DevvStream following the DomesticationIncorporation. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties 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 effectwill occur, if anyand will be completed, that any transaction consummated on, after or immediately prior to (but no later than the Domestication has or may have on any such reorganization status. Each of day preceding) the parties acknowledges Closing Date for Tax and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeall other purposes.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Parent Shareholder Approval and Approval, prior to the Effective Time, DevvStream 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 corporate domestication with respect to the Domestication Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and submitting a statutory declaration making and procuring all those filings required to be made with the Alberta Registrar of Corporations Companies in the Cayman Islands (the “AB Cayman Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from ) under Section 206 of the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Cayman Companies Act, and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect obtaining a certificate of de-registration from the Domestication. (b) Cayman Registrar. 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 DevvStream Shareholdersshareholders of Parent, (iA) each then issued and outstanding Pre-Domestication DevvStream Common Share 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”) will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Common Share, ”); (iiB) each then issued and outstanding DevvStream Convertible Security warrant of Parent (a “Parent Warrant”) will convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Warrant Agreement; and DevvStream (C) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for(a “Parent Unit”), or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, automatically into a convertible security or warrant unit of Parent, with each such unit representing one Domesticated Parent Common Share and one Domesticated Parent Warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domesticationa “Domesticated Parent Unit”). (cb) For U.S. federal income tax purposes, the Domestication is intended to constitute an a “F reorganization” within the meaning of Section 368(a)(1)(F368(a) of the Code. DevvStream Parent hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authoritycharacterization, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domesticationtransactions contemplated by this Agreement, and (B) is responsible for 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. The Parties agree that On the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval and Closing Date prior to the Effective Time, DevvStream ARYA shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (the “Certificate of Domestication”), occur in accordance with the provisions thereof and Section 388 of the DGCL, DGCL and Part XII of the Cayman Islands Companies Law (ii) and submitting a statutory declaration 2020 Revision). In connection with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholders, (i) each then ARYA Class A Share and each ARYA Class B Share that is issued and outstanding Pre-immediately prior to the Domestication DevvStream Common Share will convert automaticallyshall become one share of common stock, on a one-for-one basispar value $0.0001 per share, into one Post-Domestication DevvStream Common Shareof ARYA, (ii) each then issued and ARYA Warrant that is outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreementshall, the other Ancillary Documents) to continue from and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) agrees the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to file all Tax and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in any Proceeding with any Taxing Authoritythe case of clause (iii), except if otherwise required by a “determination” within the meaning each of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had of the opportunity ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to obtain independent legal and tax advice with respect give effect to any amendments to the DomesticationGoverning Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) is responsible for any adverse Tax consequences in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that may result if has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication is determined not shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to qualify as a reorganization under Section 368 one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the Coderight to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to prior receipt of the Required DevvStream Shareholder Approval and Approval, on the Closing Date prior to the Effective TimeClosing, DevvStream SPAC shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (the “Certificate of Domestication”), occur in accordance with the provisions thereof and Section 388 of the DGCL, (ii) DGCL and submitting a statutory declaration Part XII of the Cayman Islands Act. In connection with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholders, (i) each then SPAC Class A Share that is issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement(x) including, for the other Ancillary Documentsavoidance of doubt, any SPAC Class A Share issued pursuant to Section 2.01(b) and (y) excluding, for the avoidance of doubt, any SPAC Class A Share that is redeemed pursuant to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations Section 2.01(a)) shall become one share of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury RegulationsSPAC Class A Common Stock, (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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree each SPAC Warrant 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 outstanding immediately prior to the Domestication has shall, from and after the Domestication, represent the right to purchase one share of SPAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement, in accordance with the terms of the applicable SPAC Warrant, (iii) the Organizational Documents of SPAC shall be amended and restated such that the certificate of incorporation of SPAC shall be substantially in the form attached hereto as Exhibit F (the “SPAC Certificate of Incorporation”), and the bylaws of SPAC shall be substantially in the form attached hereto as Exhibit G (the “SPAC Bylaws”), and (v) SPAC’s name shall be changed to a name mutually agreed to by SPAC and the Company (provided, that in the event that this Agreement is terminated in accordance with Section 9.01 after Domestication, but prior to the Closing, the SPAC will promptly after termination change its name to a name that does not use the name “Sunergy” or may have on any such reorganization status. Each similar name (if applicable)); provided, however, that, (A) in the case of clause (iii), each of the parties acknowledges and agrees that each (A) has had of the opportunity SPAC Certificate of Incorporation and the SPAC Bylaws shall be appropriately revised so as not to obtain independent legal and tax advice with respect implement any amendments to the Domestication, Organizational Documents of SPAC contemplated by the SPAC Certificate of Incorporation and the SPAC Bylaws that are not adopted and approved by the shareholders of SPAC at the SPAC Shareholders’ Meeting and (B) is responsible for any adverse Tax consequences in connection with clauses (i) and (iii), each issued and outstanding SPAC Unit that may result if has not been previously separated into the underlying SPAC Class A Shares and underlying SPAC Public Warrants prior to the Domestication is determined not shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to qualify as a reorganization under Section 368 (x) one share of SPAC Class A Common Stock and (y) one-half of one warrant representing the Coderight to purchase one share of SPAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions applicable to SPAC Public Warrants set forth in the SPAC Public Warrant Agreement.

Domestication. The Parties agree that Upon the Domestication will be implemented in accordance with terms and subject to the terms and satisfaction or waiver of the conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions Agreement (other than those conditions that by their nature are to be carried satisfied at Closing), and in accordance with the DGCL and the Companies Act, at least one (1) Business Day prior to the Closing, the Purchaser shall, in accordance with applicable Law, any applicable rules and regulations of the SEC, Nasdaq and the Purchaser’s Organizational Documents, as applicable, de-register from the Register of Companies of the Cayman Islands by way of continuation out by it below. (a) Subject of the Cayman Islands and into the State of Delaware so as to re-domicile and become a Delaware corporation and subject to the receipt of the Required DevvStream Shareholder Approval approval by way of a special resolution passed by the holders of Purchaser Class B Ordinary Shares entitled to vote thereon in accordance with the Purchaser’s Organizational Documents of the Domestication and prior to the Effective Timeits terms, DevvStream shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to the “Certificate of Purchaser and the Company, together with the Purchaser Charter upon Domestication”), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (ii) adopting the Purchaser Bylaws upon Domestication, (iii) completing and submitting a statutory declaration making and procuring all those filings required to be made with the Alberta Cayman Registrar of Corporations (in connection with the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Domestication, and (iiiiv) acknowledging, executing, delivering and/or filing with the Cayman Registrar all such other applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents and instrumentsrequired to be filed, paying pay all applicable such fees, costs and expenses, as may be fees required under applicable Law or otherwise to effect the Domestication. (b) The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domesticationpaid, and without any action on cause the part satisfaction of any DevvStream Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Sharesall other conditions to deregistration required to be satisfied, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) 206 of the Code. DevvStream hereby (i) adopts this Agreement as Cayman Companies Act and obtaining a “plan certificate of reorganization” within de-registration from 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the CodeCayman Registrar.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval and approval of Acquiror’s shareholders, prior to the Effective Time, DevvStream 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 corporate domestication Domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to Acquiror and the “Company, together with the Acquiror Certificate of Domestication”Incorporation in the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) adopting the Acquiror Bylaws, (c) completing and submitting a statutory declaration making and procuring all those filings required to be made with the Alberta Cayman Registrar of Corporations (in connection with the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Domestication, and (iiid) acknowledgingobtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholdersshareholder of Acquiror, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) share of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Acquiror Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant share of Acquiror Class A Common Stock; (as applicableii) each then issued and outstanding share of the postAcquiror Founders Stock shall convert automatically, on a one-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for-one basis, or convertible into, an equivalent number into a share of Post-Domestication DevvStream Acquiror Founders Class B Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and Stock; (iii) all the propertyeach then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Domestication Acquiror Warrant Agreement; and (including under this Agreementiv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit. written consent, the other Ancillary Documents) to continue and to be the propertyany applicable documents, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following certificates or filings in connection with the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for 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. The Parties agree that the Domestication will be implemented in accordance with and subject Prior to the terms and conditions of this Agreement. DevvStream shall effect and carry out the stepsClosing Date, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream Acquiror shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (the “Certificate of Domestication”), occur in accordance with the provisions thereof and Section 388 of the DGCLDGCL and the Companies Act, (ii) and submitting a statutory declaration including by filing with the Alberta Registrar Delaware Secretary of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain State a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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, in form and substance reasonably acceptable to Acquiror and the Company, together with the Acquiror Certificate of Incorporation (as defined below), completing and making all filings required to be made with the Cayman Registrar to effect the Domestication and obtaining a certificate of de-registration from the Cayman Registrar. In connection with (and as part of) the Domestication, Acquiror shall cause (i) each share of Acquiror Class A Ordinary Shares that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock, each share of Acquiror Founders Stock that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Founders Class B Common Stock, each Cayman Acquiror Warrant that is issued and outstanding immediately prior to the Domestication shall convert automatically into one Domesticated Acquiror Warrant and each Cayman Acquiror Unit shall convert automatically into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Class A Common Stock and one-third of one Domesticated Acquiror Warrant, (ii) the Acquiror Organizational Documents to become the certificate of incorporation, substantially in the form attached hereto as Exhibit A (with such changes as may be agreed in writing by Acquiror and the Company, the “Acquiror Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit B (with such changes as may be agreed in writing by Acquiror and the Company, the “Acquiror Bylaws”) and (iii) agrees Acquiror’s name to file be changed to “GloriFi, Inc.”, provided that if such name is not available in Delaware or Acquiror is otherwise unable to change its name to “GloriFi, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all Tax applicable Law and other informational returns on in a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within manner so as to properly effectuate the meaning purposes of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, . Acquiror and its Representatives shall give 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 acknowledges and agrees that each (A) has had Company the opportunity to obtain independent legal and tax advice review any applicable documents, certificates or filings in connection with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeand will consider, in good faith, any comments thereto.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream DAAQ Shareholder Approval and Approvals, at least one day prior to the Effective TimeClosing, DevvStream DAAQ shall cause the Domestication to become effective, including by (i) filing occur in accordance with the Secretary of State Section 10.101-10.156 of the State TBOC and Section 206 of Delaware a certificate of corporate domestication with respect the Cayman Companies Act. Immediately prior to the Domestication (the “Certificate of Domestication”), i) in accordance with the provisions thereof and Section 388 of the DGCLSponsor Support Agreement, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholders, (i) each DAAQ Class B Share then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) DAAQ Class A Share in accordance with the terms of the postSponsor Support Agreement and (ii) to the extent any DAAQ Units remain outstanding and unseparated, the DAAQ Units shall be separated into one DAAQ Class A Share and one-Domestication DevvStream entity on terms that are substantially similar terms half of one DAAQ Warrant (the “DAAQ Unit Separation”). In connection with the Domestication, (i) DAAQ shall complete, make and that are exercisable forprocure all those filings required to be made with the Cayman Registrar in connection with the Domestication, or convertible intoand file with the Cayman Registrar all applicable notices, an equivalent number declarations, affidavits, statements of Post-Domestication DevvStream Common Sharesassets and liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) 206 of the Code. DevvStream hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury RegulationsCayman Companies Act, (ii) agrees to DAAQ shall obtain a certificate of de-registration from the Cayman Registrar, (iii) DAAQ shall file with the Texas Secretary of State a Certificate of Conversion and retain such information as shall be required under Section 1.368-3 a Certificate of the United States Treasury Regulations Formation with respect to the Domestication, in form and (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else substance reasonably acceptable to the contrary contained in this AgreementCompany, the Parties acknowledge (iv) each DAAQ Class A Share then issued and agree outstanding shall become one PubCo Share, (v) each DAAQ Warrant 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 outstanding immediately prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges shall, from and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to after the Domestication, represent the right to purchase one PubCo Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (vi) the Governing Documents of DAAQ shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit D (the “PubCo Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit E (the “PubCo Bylaws”), of PubCo and (Bvii) is responsible for any adverse Tax consequences that may result if the Domestication is determined not DAAQ’s name shall be changed to qualify as a reorganization under Section 368 of the Code“OGB Financial Company”.

Domestication. The Parties agree that (a) Prior to the Domestication will be implemented in accordance with consummation of the Transactions, and subject to the terms Supermajority Acquiror Stockholder Approval, Acquiror shall domesticate to the State of Delaware and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt become a Delaware corporation in accordance with Section 388 of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream shall cause the Domestication to become effective, including DGCL by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (and the “Certificate of Domestication”), in accordance Acquiror Charter with the provisions thereof and Section 388 Secretary of State of the DGCLState of Delaware, (ii) completing, making and submitting a statutory declaration procuring all those filings required to be made with the Alberta Cayman Islands Registrar of Corporations (Companies in connection with the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), Domestication and (iii) acknowledgingobtaining a certificate of de-registration from the Cayman Islands Registrar of Companies. In connection with the Domestication, executingAcquiror shall adopt as Acquiror’s initial certificate of incorporation the Acquiror Charter. Acquiror shall effect the Domestication in such a way that Acquiror’s representations and warranties set forth in Article IV remain true and correct, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying in compliance with all applicable such fees, costs Law and expenses, in a matter so as may be required under applicable Law or otherwise to effect properly effectuate the Domesticationpurposes of this Agreement. (b) The Certificate of In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any DevvStream ShareholdersAcquiror Stockholder, (i) each then issued and outstanding Pre-Domestication DevvStream Acquiror Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares Stock shall convert automatically, on a one-for-one basis, into a convertible security or warrant share of the Acquiror Common Stock (as applicablepart of its domestication as a corporation incorporated in the State of Delaware); (ii) each then issued and outstanding share of the postPre-Domestication DevvStream entity Acquiror Class B Stock shall convert automatically, on terms that are substantially similar terms and that are exercisable a one-for-one basis, or convertible into, an equivalent number into a share of Post-Domestication DevvStream Acquiror Common Shares, Stock (as part of its domestication as a corporation incorporated in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, State of Delaware); and (iii) all the propertyeach then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into an Acquiror Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Domestication (including under this Warrant Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for 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. The Parties agree that On the Domestication will be implemented in accordance with and Closing Date, following the ACT Share Conversion but prior to the Closing, ACT shall, subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream ACT Shareholder Approval and prior to the Effective TimeApproval, DevvStream shall cause the Domestication to become effectiveeffective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (As Revised), including by (ia) filing with the Delaware Secretary of State State, (i) a Certificate of the State of Delaware a certificate of corporate domestication Domestication with respect to the Domestication (the “Certificate of Domestication”), in accordance with form and substance reasonably acceptable to ACT and the provisions thereof Company, and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar Post-Closing ACT Certificate of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Incorporation, and (iiib) acknowledging, executing, delivering and/or filing completing and making all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may filings required to be required under applicable Law or otherwise made with the Registrar of Companies in the Cayman Islands to effect the Domestication. Domestication and, in connection with (band as part of) 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 DevvStream Shareholders, (i) each then Pre-Closing ACT Class A Share that is issued and outstanding Pre-immediately prior to the Domestication DevvStream Common Share will shall convert automatically, automatically on a an one-for-one basis, basis into one (1) Post-Domestication DevvStream Common Closing ACT Class A Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms Closing ACT Warrant that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream is outstanding immediately prior to the Domestication (including under this Agreementshall, the other Ancillary Documents) to continue from and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 after the Domestication, represent the right to purchase one new Post-Closing ACT Class A Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (collectively, the “Post-Closing ACT Warrants”) and (iii) agrees ACT’s name shall be changed to file all Tax “Opal Fuels Inc.”; provided, however, that, in connection with clauses (b)(i) and other informational returns on a basis consistent with such characterization (b)(ii), each issued and outstanding ACT Unit that has not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within been previously separated into the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge underlying Pre-Closing ACT Class A Shares 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 underlying Pre-Closing ACT Warrants prior to the Domestication has or may have shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one (1) share of Post-Closing ACT Class A Shares and one Post-Closing ACT Warrant on any such reorganization statusthe terms and subject to the conditions set forth in the Warrant Agreement, as applicable. Each ACT shall cause the Governing Documents of the parties acknowledges ACT to become (1) in connection with (and agrees that each (Aas part of) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, the certificate of incorporation, substantially in the form attached hereto as Exhibit D (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Certificate of Incorporation”), and (B2) is responsible for any adverse Tax consequences that as soon as practicable following the Domestication, but prior to the Closing, the bylaws, substantially in the form attached hereto as Exhibit E (with such changes as may result if be agreed in writing by ACT and the Company, the “Post-Closing ACT Bylaws”). ACT shall cause the Domestication is determined not to qualify as be consummated in accordance with applicable Law. ACT and its Representatives shall give the Company and its Representatives a reorganization under Section 368 of reasonable opportunity to review any applicable documents, certificates or filings in connection with the CodeDomestication and will consider, in good faith, any comments thereto.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream The Company shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Company Shareholder Approval and prior to the Effective Time, DevvStream the Company shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication Domestication, in (the “Certificate of Domestication”), together with the Company Closing Organizational Documents, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream the Company to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Company Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Company Common Share will convert automatically, on a one-for-one basis, into one share of Post-Domestication DevvStream Company Common Share, (ii) each then issued and outstanding DevvStream Company Convertible Security and DevvStream Company Warrant set forth on Section 2.1(b2.1(a) of the DevvStream Company Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Company Common Shares shall be convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the postPost-Domestication DevvStream entity Company on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Company Common Shares, in each case, as the DevvStream Company Convertible Security and DevvStream Company Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream the Company immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream the Company following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream The Company 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authoritycharacterization, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for 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. The Parties agree that the Domestication will be implemented in accordance with and subject Prior to the terms Closing Date and conditions following Acquiror shareholders’ exercise of this Agreement. DevvStream shall effect and carry out the stepstheir Redemption Rights, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream 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 a Certificate of the State of Delaware a certificate of corporate domestication with respect Domestication in form and substance reasonably satisfactory to the Domestication parties hereto (the “Certificate of Domestication”)) and the Acquiror Certificate of Incorporation, in accordance completing and making all filings required to be made with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Cayman Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. , obtaining a certificate of de-registration from the Cayman Registrar and taking any other actions necessary in connection therewith. In connection with (band as part of) 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 DevvStream Shareholders, Acquiror shall cause (i) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding Pre-immediately prior to the Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, to be converted into one Post-Domestication DevvStream share of Acquiror Common ShareStock, (ii) each then Acquiror Warrant that is issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the propertyconverted into one Domesticated Acquiror Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 each Acquiror Unit to file be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and one-third of one Domesticated 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 “Brand Engagement Network Inc.”, provided that if such name is not available in the State of Delaware or Acquiror is otherwise unable to change its name to “Brand Engagement Network 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 Tax applicable Law and other informational returns on in a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within manner so as to properly effectuate the meaning purposes of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, . Acquiror and its Representatives shall give 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 acknowledges and agrees that each (A) has had Company the opportunity to obtain independent legal and tax advice review any applicable documents, certificates or filings in connection with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeand will consider, in good faith, any comments thereto.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Acquiror Shareholder Approval and Approvals, prior to the Effective Time, DevvStream Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Secretary DE SOS a Certificate of State of the State of Delaware a certificate of corporate domestication Domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to Acquiror and the “Certificate Company, together with the certificate of Domestication”)incorporation of Acquiror in substantially the form attached as Exhibit A hereto, in each case, in accordance with the provisions thereof and Section 388 applicable Law, (b) adopting the bylaws in substantially the form attached as Exhibit B hereto, (c) causing the directors and officers set forth on ‎Section 7.6(a) of the DGCLAcquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal, (iid) completing and submitting a statutory declaration making and procuring all those filings required to be made with the Alberta Cayman Registrar in connection with the Domestication as a matter of Corporations (Cayman Islands law including a director's affidavit and undertaking, and notice of the “AB Registrar”)special resolutions approving, together with all other documentsinter alia, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out de-registration of Alberta and into Delaware (the “Letter Acquiror under the laws of Authorization”)the Cayman Islands, and (iiie) acknowledgingrequesting a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream Shareholdersshareholder of Acquiror, (i) each then issued and outstanding Pre-Domestication DevvStream share of Acquiror Class A Common Share will Stock shall convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream (1) share of Domesticated Acquiror Common Share, Stock; (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) share of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Acquiror Class B Common Shares Stock shall convert automatically, on a one-for-one basis, into a convertible security or warrant one (as applicable1) share of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Domesticated Acquiror Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and Stock; (iii) all the propertyeach then issued and outstanding Acquiror Public Warrant shall convert automatically into one (1) Domesticated Acquiror Public Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Domestication Warrant Agreement; (including under this Agreementiv) each then issued and outstanding Acquiror Private Placement Warrant shall convert automatically into one (1) Domesticated Acquiror Private Placement Warrant, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 pursuant to the Domestication, Warrant Agreement; and (iiiv) agrees to file all Tax each then issued and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authorityoutstanding Acquiror Unit shall, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreementextent not already split into underlying Domesticated Acquiror Common Stock Domesticated Acquiror Public Warrants by the holder thereof, the Parties acknowledge convert automatically, into one (1) share of Domesticated Acquiror Common Stock and agree that no party is making any representation or warranty as to the qualification one-third 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeone Domesticated Acquiror Public Warrant.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval and Acquiror Stockholder Approval, prior to the Effective TimeClosing, DevvStream Acquiror shall cause the Domestication to become effectiveeffective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (As Revised), including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of corporate domestication Domestication with respect to the Domestication (Domestication, together with the “Acquiror Certificate of Domestication”)Incorporation in the form attached hereto as Exhibit A, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and submitting a statutory declaration making and procuring all those filings required to be made with the Alberta Registrar of Corporations Companies of the Cayman Islands under Part XII of the Cayman Islands Companies Act (As Revised) in connection with the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain Domestication and (c) obtaining a letter certificate of de-registration from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (Companies of the “Letter of Authorization”)Cayman Islands. In accordance with applicable Law, and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) 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 DevvStream ShareholdersAcquiror Stockholder, (i) each then issued and Class A ordinary share of Acquiror outstanding Pre-immediately prior to the effective time of the Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, shall be converted into one Post-Domestication DevvStream (1) share of Acquiror Class A Common ShareStock, (ii) each then issued and Class B ordinary share of Acquiror outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) immediately prior to the effective time of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream shall be converted into one (1) share of Acquiror Class A Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, Stock and (iii) all the propertyGoverning Documents of the Acquiror shall be the Acquiror Certificate of Incorporation and the Acquiror Bylaws. For the avoidance of doubt, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to Closing, Acquiror shall cause the Domestication (including under this AgreementAcquiror Bylaws to be in the form attached hereto as Exhibit B until thereafter amended in accordance with the provisions thereof, the other Ancillary Documents) to continue Acquiror Certificate of Incorporation and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the CodeDGCL. DevvStream 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 The Company will reasonably cooperate with Acquiror with respect to the Domestication, and (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within . Immediately following the meaning completion of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if Acquiror shall file the Domestication is determined not to qualify as a reorganization under Section 368 Preferred COD in accordance with the DGCL with the Secretary of State of the CodeState of Delaware.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Acquiror Shareholder Approval and Approval, prior to the Effective Time, DevvStream Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Secretary DE SOS a Certificate of State of the State of Delaware a certificate of corporate domestication Domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to Acquiror and the “Certificate of Domestication”)Company, together with the Domesticated Charter, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) The Certificate adopting the Domesticated Bylaws, (c) causing the directors and officers set forth on ‎Section 8.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal and (d) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands in connection with the Domestication. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any DevvStream Shareholdersshareholder of Acquiror, (i) each then issued and outstanding Pre-Domestication DevvStream Common Acquiror Class A Ordinary Share will shall convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common (1) Surviving Pubco Class A Share, ; (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a convertible security or warrant one (as applicable1) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and Surviving Pubco Class A Share; (iii) all the propertyeach then issued and outstanding Acquiror Public Warrant shall convert automatically into one (1) Surviving Pubco Public Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Domestication Warrant Agreement; (including under this Agreementiv) each then issued and outstanding Acquiror Private Placement Warrant shall convert automatically into one (1) Surviving Pubco Private Placement Warrant, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 pursuant to the Domestication, Warrant Agreement; and (iiiv) agrees to file all Tax each then issued and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authorityoutstanding Acquiror Unit shall, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreementextent not already split into underlying Surviving Pubco Class A Shares and Surviving Pubco Public Warrants by the holder thereof, the Parties acknowledge convert automatically, into one (1) Surviving Pubco Class A Share and agree that no party is making any representation or warranty as to the qualification one-half 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeone Surviving Pubco Public Warrant.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt After all of the Required DevvStream Shareholder Approval conditions set forth in Article X have been satisfied or, to the extent permitted by applicable Law, waived by the applicable Party or Parties entitled to the benefit thereof (other than the Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Closing), but no later than one day prior to the Effective TimeClosing Date, DevvStream Acquiror shall cause change its jurisdiction of incorporation from the Domestication Cayman Islands to become effective, including the State of Delaware by (i) filing deregistering as a Cayman Islands exempted company pursuant to and in accordance with the Secretary of State Sections 206 through 209 of the State Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to and in accordance with Section 388 of Delaware the DGCL (the “Domestication”). Acquiror will effect the Domestication by (A) filing all applicable notices, undertakings and other documents required to be filed, in form and substance reasonably satisfactory to the Company, paying all applicable fees required to paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act and in accordance therewith and (B) filing a certificate of corporate domestication with respect domestication, in form and substance reasonably acceptable to the Domestication Company (the “Certificate of Domestication”), and the Acquiror Delaware Charter simultaneously with the Delaware Secretary of State in accordance with the provisions thereof and Section 388 of the DGCL, (ii) . The Domestication shall become effective under the DGCL at the time the Certificate of Domestication and submitting a statutory declaration with the Alberta Registrar Acquiror Delaware Charter are accepted for filing by the Delaware Secretary of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all State or at such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, later time as may be required mutually agreed by the Company and Acquiror and specified in each of the Certificate of Domestication and the Acquiror Delaware Charter. The time at which the Domestication actually becomes effective under applicable Law or otherwise the DGCL is referred to effect herein as the Domestication“Domestication Effective Time”. (b) The Certificate At the Domestication Effective Time, the Governing Documents of Domestication Acquiror shall provide be amended and restated such that at (i) the effective time Acquiror Delaware Charter shall be the certificate of incorporation of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the DomesticationDGCL and (ii) the Acquiror Delaware Bylaws shall be the bylaws of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the Acquiror Delaware Charter and the DGCL. At the Merger Effective Time, the Acquiror Delaware Charter shall be amended to change Acquiror’s name to “Ginkgo Bioworks Holdings, Inc.” (c) At the Domestication Effective Time, by virtue of the Domestication, Domestication and without any action on the part of any DevvStream Shareholdersholder of Acquiror Cayman Shares, Acquiror Cayman Warrants or Acquiror Cayman Units, (i) each then Acquiror Cayman Class B Share that is issued and outstanding Pre-immediately prior to the Domestication DevvStream Common Share Effective Time will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common an Acquiror Cayman Class A Share, (ii) immediately following the conversion described in clause (i), each Acquiror Cayman Class A Share that is then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall will convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable foran Acquiror Delaware Class A Share, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers each Acquiror Cayman Warrant that is issued and franchises, debts, Liabilities, duties and obligations of DevvStream outstanding immediately prior to the Domestication (including under this Effective Time will convert automatically, on a one-for-one basis, into an Acquiror Delaware Warrant, pursuant to and in accordance with the Warrant Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 (iiiiv) agrees to file all Tax each Acquiror Cayman Unit that is issued and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or outstanding immediately prior to the Domestication has or may have on any such reorganization status. Each Effective Time will convert automatically into one Acquiror Delaware Class A Share and one-fifth of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeone Acquiror Delaware Warrant.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. At (aor prior to) Subject to receipt of the Required DevvStream Shareholder Approval and prior to the Effective Time, DevvStream shall cause the Domestication to become effective, including by (i) filing Parent shall attend to and effect all filings, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Law to effect the Domestication, (ii) Parent shall duly execute and file a certificate of corporate domestication with the Office of the Secretary of State of the State of Delaware, (iii) Parent shall duly execute and file a certificate of incorporation with the Secretary of State of the State of Delaware a identical to the certificate of corporate domestication with respect to the Domestication incorporation attached hereto as Exhibit Q (the “Certificate of DomesticationSurviving Pubco Charter”), which shall be the certificate of incorporation of the Surviving Pubco until thereafter amended in accordance with the provisions thereof DGCL and Section 388 as provided in such certificate of incorporation, (iv) the Surviving Pubco shall adopt bylaws identical to the bylaws attached hereto as Exhibit R (the “Surviving Pubco Bylaws”), which shall be the bylaws of the Surviving Pubco until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Pubco and as provided in such bylaws and (iiv) and submitting a statutory declaration Parent shall take any other action reasonably necessary to consummate the Domestication in accordance with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) The Certificate of Domestication shall provide that at the effective time provisions of the Domestication, by virtue of DGCL and the Domestication, and without any action on the part of any DevvStream Shareholders, (i) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common SharesCompanies Law, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to case such that the Domestication (including under shall become effective at the Effective Time. Any reference in this AgreementAgreement to Parent or Parent Class A Shares and Parent Class B Shares, the other Ancillary Documents) to continue collectively, for periods from and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, after the Domestication is intended will be deemed to constitute an “F reorganization” within include Surviving Pubco and the meaning of Section 368(a)(1)(F) of the Code. DevvStream hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury RegulationsSurviving Pubco Class A Shares, (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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313respectively. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties parties acknowledge and agree that no party is making any representation or warranty as the Domestication will occur simultaneously with the Merger; provided, that, to the qualification of extent permitted by applicable Law, the parties agree for Tax purposes only to treat the Domestication as a reorganization under Section 368 of the Code or as occurring immediately prior to the effectMerger. For the avoidance of doubt, if any, that any transaction consummated on, after or reference in this Agreement to Surviving Pubco for periods prior to the Domestication has or may have on shall include Parent and any such reorganization status. Each of the parties acknowledges reference in this Agreement to Parent for periods from and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if after the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeshall include Surviving Pubco.

Domestication. The Parties agree that On the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Shareholder Approval Closing Date and prior to the Effective Time, DevvStream AAC shall cause the Domestication to become effective, occur in accordance with Part XII of the Cayman Islands Companies Act (As Revised) and Part XA of the Bermuda Companies Act including by (i) filing with the Secretary Registrar a memorandum of State of the State of Delaware a certificate of corporate domestication with respect to the Domestication (the “Certificate of Domestication”), in accordance with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), continuance together with all other documents, including applicable legal opinions, necessary to obtain a letter from documents contemplated by Section 132C of the AB Bermuda Companies Act and filing with the Cayman Islands Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) acknowledging, executing, delivering and/or filing Companies all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may be required under applicable Law or otherwise to effect the Domestication. (b) The Certificate of Domestication shall provide that at the effective time contemplated by Section 206 of the Domestication, by virtue of the Domestication, and without any action on the part of any DevvStream Shareholders, Cayman Islands Companies Act (iAs Revised) each then issued and outstanding Pre-Domestication DevvStream Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 case with respect to the Domestication, in form and substance reasonably acceptable to AAC and the Company, and making all filings required to be made with the Registrar and the Cayman Islands Registrar of Companies to effect the Domestication. In connection with (iiiand as part of) agrees to file all Tax the Domestication, AAC shall cause: (a) each AAC Class B Ordinary Share that is issued and other informational returns on a basis consistent with such characterization and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or outstanding immediately prior to the Domestication has to be converted into an AAC Class A Ordinary Share; (b) the AAC Bye-Laws to be adopted and the excerpts thereof that are required to be filed with the Registrar pursuant to the Bermuda Companies Act to be delivered to the Registrar and the AAC Bye-laws to become the governing documents of AAC; and (c) AAC’s name to be changed to “▇▇▇▇ Interactive Limited,” provided that if such name is not available in Bermuda or may have on AAC is otherwise unable to change its name to “▇▇▇▇ Interactive Limited” in Bermuda, it shall cause its name to be changed to “▇▇▇▇ Interactive Holdings Limited” or such other name mutually agreed to by AAC and the Company. AAC and its Representatives shall give the Company and its Representatives a reasonable opportunity to review any such reorganization statusapplicable documents, certificates or filings in connection with the Domestication and will implement, in good faith, any comments thereto. Each AAC shall (as promptly as practicable after the Special Meeting) make all filings necessary to obtain, and obtain, the approval of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice Bermuda Monetary Authority with respect to the Domestication, and (B) is responsible for 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. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Acquiror Shareholder Approval and Approval, at least one (1) Business Day prior to the Effective Time, DevvStream 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 corporate domestication Domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to Acquiror and the “Company, together with the Certificate of Domestication”)Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and submitting a statutory declaration making and procuring all those filings required to be made with the Alberta Cayman Registrar of Corporations (in connection with the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Domestication, and (iiic) acknowledging, executing, delivering and/or filing completing and making and procuring all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may those filings required to be required made with the Cayman Registrar under applicable Law or otherwise to effect Part XII of the Companies Act (As Revised) of the Cayman Islands in connection with the Domestication. (b) The Certificate of . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any DevvStream ShareholdersAcquiror Shareholder, (i) each then issued and outstanding Pre-Domestication DevvStream share of Acquiror Class A Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares Stock shall convert automatically, on a one-for-one basis, into a convertible security or warrant share of Domesticated Acquiror Common Stock; (as applicableii) each then issued and outstanding share of the postAcquiror Class B Common Stock shall convert automatically, on a one-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for-one basis, or convertible into, an equivalent number into a share of Post-Domestication DevvStream Domesticated Acquiror Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, and Stock; (iii) all the propertyeach then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Domestication Warrant Agreement; and (including under this Agreement, the other Ancillary Documentsiv) to continue each then issued and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domestication. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 outstanding Cayman Acquiror Unit shall be required under Section 1.368cancelled and will entitle the holder thereof to one share of Domesticated Acquiror Common Stock and one-3 half 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeone Domesticated Acquiror Warrant.

Domestication. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of the Required DevvStream Acquiror Shareholder Approval and Approval, prior to the First Effective Time, DevvStream 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 corporate domestication Domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to Acquiror and the “Company, together with the Certificate of Domestication”Incorporation of Acquiror in the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Law, and (iiib) acknowledging, executing, delivering and/or filing completing and making and procuring all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expenses, as may those filings required to be required under made with the Cayman Registrar in connection with the Domestication. In accordance with applicable Law or otherwise to effect and in accordance with the Domestication. (b) The Certificate of Domestication shall provide that at the effective time Organizational Documents of the DomesticationAcquiror, by virtue of prior to the DomesticationFirst Effective Time, and without any action on the part of any DevvStream ShareholdersAcquiror Shareholder, (i) immediately prior to the Domestication, each then issued and outstanding Pre-Domestication DevvStream Common Acquiror Class B Share will shall convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Acquiror Class A Share, and (ii) immediately following the conversion described in clause (i), upon the Domestication, (x) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares Acquiror Class A Share shall convert automatically, on a one-for-one basis, into a convertible security or warrant share of Domesticated Acquiror Common Stock, (as applicabley) of each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so converted, Agreement and (iiiz) all the property, rights, privileges, agreements, powers each then issued and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior to the Domestication (including under this Agreement, the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream following the Domesticationoutstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit. (c) For U.S. federal income tax purposes, the Domestication is intended to constitute an “F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream 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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for 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. The Parties agree that the Domestication will be implemented in accordance with and subject to the terms and conditions of this Agreement. DevvStream shall effect and carry out the steps, actions and/or transactions to be carried out by it below. (a) Subject to receipt of obtaining the Required DevvStream Shareholder Approval and prior Acquiror Stockholders’ Approval, Acquiror shall take all actions necessary to the Effective Time, DevvStream shall 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 a Certificate of the State of Delaware a certificate of corporate domestication Domestication with respect to the Domestication (Domestication, in form and substance reasonably acceptable to Acquiror and the “Company, together with the Certificate of Domestication”)Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) and submitting a statutory declaration with the Alberta Registrar of Corporations (the “AB Registrar”), together with all other documents, including applicable legal opinions, necessary to obtain a letter from the AB Registrar authorizing DevvStream to continue out of Alberta and into Delaware (the “Letter of Authorization”)Law, and (iiib) acknowledgingcompleting and making and procuring all those filings required to be made, executing, delivering and/or filing all such other notices, declarations, affidavits, undertakings and other documents and instruments, paying all applicable such fees, costs and expensesincluding with the Registrar of Companies in the Cayman Islands, as may be required under applicable Law or otherwise to effect Part XII of the Companies Act in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. The effective time of the Domestication is referred to herein as the “Domestication Effective Time” and the date on which the Domestication Effective Time occurs is referred to herein as the “Domestication Date.” (b) The Certificate of In accordance with applicable Law, the Domestication shall provide that at the effective time of the DomesticationDomestication Effective Time, by virtue of the Domestication, and without any action on the part of any DevvStream Shareholders, Acquiror shareholder: (i) (A) each then issued and outstanding Pre-Domestication DevvStream share of Acquiror Class A Common Share will convert automatically, on a one-for-one basis, into one Post-Domestication DevvStream Common Share, (ii) each then issued and outstanding DevvStream Convertible Security and DevvStream Warrant set forth on Section 2.1(b) of the DevvStream Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication DevvStream Common Shares Stock shall convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) share of the post-Domestication DevvStream entity on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication DevvStream Domesticated Acquiror Class A Common Shares, in each case, as the DevvStream Convertible Security and DevvStream Warrant so convertedStock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association (the “Redemption Price”); (ii) (A) each then issued and outstanding share of Acquiror Class F Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class F Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class F Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Class F Common Stock in accordance with this Section 6.04(b)(ii); (iii) all the propertyeach then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of DevvStream immediately prior pursuant to the Acquiror Warrant Agreements; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; (v) each authorized share of Acquiror Class B Common Stock shall continue to exist as Domesticated Acquiror Class B Common Stock in accordance with the Domestication Certificate of Incorporation; and (including under this Agreement, vi) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the other Ancillary Documents) to continue and to be the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations Domestication Certificate of DevvStream following the DomesticationIncorporation. (c) For U.S. federal income tax purposesthe avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock, Acquiror Class F Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication is intended will be deemed to constitute an “include the shares of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class F reorganization” within the meaning of Section 368(a)(1)(F) of the Code. DevvStream hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury RegulationsCommon Stock and Domesticated Acquiror Class B Common Stock, (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 and not take any inconsistent position on any Tax Return or in any Proceeding with any Taxing Authority, except if otherwise required by a “determination” within the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication 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 acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the Domestication, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Coderespectively.