Common use of Domestication Clause in Contracts

Domestication. Subject to receipt of the Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parent, (i) each then issued and outstanding share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).

Domestication. Subject to receipt of the Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A G hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parent, (i) each then issued and outstanding share of Parent Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding share of Parent Right Class B Common Stock shall convert automatically automatically, on a one-for-one basis, into a share of Domesticated Parent Right, pursuant to the Rights AgreementCommon Stock; (iii) each then issued and outstanding Parent Unit Warrant shall convert automatically into a Domesticated Parent Warrant, pursuant to the Warrant Agreement; (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of Domesticated Parent Common Stock and one-third of one Domesticated Parent UnitWarrant; and (ivv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B H hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).

Domestication. Subject to receipt of the Parent Acquiror Shareholder Approval, no later than the date that is one day prior to the First Effective Time, Parent Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Parent Charter Certificate of Incorporation of Acquiror in substantially in the form attached as Exhibit A hereto to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent CharterDomesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentAcquiror Shareholder, (i) each then issued and outstanding share of Parent Common Stock Acquiror Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Common Stock; and (ii) each then issued and outstanding Parent Right Acquiror Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into a share of Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”)Acquiror Common Stock.

Domestication. Subject to receipt of the Parent Acquiror Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Parent Charter Certificate of Incorporation of Acquiror in substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing, completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentAcquiror Shareholder, (i) each then issued and outstanding share of Parent Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Common Stock; (ii) each then issued and outstanding Parent Right share of Acquiror Class B Common Stock shall convert automatically automatically, on a one-for-one basis, into a share of Domesticated Parent Right, pursuant to the Rights AgreementAcquiror Common Stock; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into one a Domesticated Parent Acquiror Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).

Domestication. Subject to receipt of On the Parent Shareholder ApprovalClosing Date, no later than the date that is one day prior to the Effective TimeClosing, Parent ARYA shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision), including by filing (ai) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent ARYA and the Company, together with the Parent Charter ARYA Post-Closing Certificate of Incorporation and (ii) making all filings required to be made with the Registrar of Companies in the Cayman Islands in connection with the Domestication. In connection with (and as part of) the Domestication, ARYA shall cause (i) each ARYA Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of Class A common stock, par value $0.0001 per share, of ARYA, (ii) the Governing Documents of ARYA to become the certificate of incorporation, substantially in the form attached hereto as Exhibit A hereto G (with such changes as may be agreed in writing by Parent ARYA and the CompanyAmber GT Parent, the “Parent CharterARYA Post-Closing Certificate of Incorporation”), in each caseand the bylaws, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parent, (i) each then issued and outstanding share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached hereto as Exhibit B hereto H (with such changes as may be agreed in writing by Parent ARYA and the CompanyAmber GT Parent, the “Parent ARYA Post-Closing Bylaws”), and (iii) ARYA’s name to be changed to “Caritas Therapeutics, Inc.”; provided that, if such name is not available in Delaware or ARYA is otherwise unable to change its name to “Caritas Therapeutics, Inc.,” it shall cause its name to change to such other name mutually agreed to by ARYA and Amber GT Parent (such agreement not to be unreasonably withheld, conditioned or delayed by either ARYA or Amber GT Parent).

Domestication. Subject to receipt of the Required Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a certificate of the State of Delaware a Certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Companyparties (the “Certificate of Domestication”), together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Section 388 of the DGCL Law, (b) completing, completing and making and procuring all those filings required to be made with the Cayman Registrar under the Companies Law (2018 Revision) (the “Cayman Registrar”) in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the . The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder shareholders of Parent, (i) each then issued and outstanding share ordinary share, $0.0001 par value, of Parent Common Stock shall (a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a share of common stock par value $0.0001, per share of Parent (a “Domesticated Parent Common StockShare”); (ii) each then issued and outstanding warrant of Parent Right shall (a “Parent Warrant”) will convert automatically into a warrant to acquire one Domesticated Parent RightCommon Share (a “Domesticated Parent Warrant”), pursuant to the Rights Warrant Agreement; and (iiiiv) each then issued and outstanding unit of Parent Unit comprised of one Parent Ordinary Share, one-half of a Parent Warrant (a “Parent Unit”) shall convert automatically into a unit of Parent, with each such unit representing one Domesticated Parent Common Share and one-half of one Domesticated Parent Warrant (a “Domesticated Parent Unit; ”). For U.S. federal income tax purposes, the Domestication is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code. Parent hereby (i) adopts this Agreement 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 (iviii) Parent’s bylaws from agrees to file all Tax and after other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the effective time 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 shall be substantially in as a reorganization under Section 368 of the form attached Code or as Exhibit B hereto to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with such changes respect to the transactions contemplated by this Agreement, and (ii) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as may be agreed in writing by Parent and a reorganization under Section 368 of the Company, the “Parent Bylaws”)Code.

Domestication. Subject to receipt of the Parent Shareholder Stockholder Approval, no later than the date that is one day prior to the Effective TimeClosing, Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (b) completing, completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands under Cayman Islands Companies Law (as amended) in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands. Immediately prior to the Closing, Parent shall cause the Parent Bylaws to be in the form attached hereto as Exhibit C until thereafter amended in accordance with the provisions thereof, the Parent Certificate of Incorporation and the DGCL. 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 shareholder of ParentParent Stockholder, (i) each then issued and outstanding Class A ordinary share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant immediately prior to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in converted into one (1) share of Parent Class A Common Stock and (ii) each Class B ordinary share of Parent outstanding immediately prior to the form attached as Exhibit B hereto effective time of the Domestication shall be converted into one (1) share of Parent Class A Common Stock. The Company will reasonably cooperate with such changes as may be agreed in writing by Parent and with respect to the CompanyDomestication. In connection with the Domestication, the Parent will change its name to “Parent BylawsHims & Hers Health, Inc.”).

Domestication. Subject to receipt of the Required Parent Shareholder Approval, no later than on the date that is one day prior to the Effective TimeClosing Date, Parent shall cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (b) completing, completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands under the Companies Act (As Revised) of the Cayman Islands in connection with the Domestication Domestication, and receiving confirmation from the Registrar of Companies of the Cayman Islands of receipt thereof and (c) requesting, prior to the Closing, and obtaining (which may occur promptly following the Closing) a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands. Immediately prior to the Closing, Parent shall cause the Parent Bylaws to be in the form attached hereto as Exhibit C until thereafter amended in accordance with the provisions thereof, the Parent Certificate of Incorporation and the DGCL. 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 shareholder of ParentParent Shareholder, (i) each then issued and Parent Class A Ordinary Share outstanding share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant immediately prior to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in converted into one (1) share of Parent Common Stock and (ii) each Parent Class B Ordinary Share outstanding immediately prior to the form attached as Exhibit B hereto effective time of the Domestication shall be converted into one (1) share of Parent Common Stock. The Company will reasonably cooperate with such changes as may be agreed in writing by Parent and with respect to the Company, the “Parent Bylaws”)Domestication.

Domestication. Subject to receipt of the Parent Required Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall the Purchaser will cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate Nevada Articles of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent the Purchaser and the CompanySeller, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Nevada Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parentthe Purchaser, (i) each then issued and outstanding share of Parent Common Stock Purchaser Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Class A Purchaser Common Stock; (ii) each then issued and outstanding Parent Right Purchaser Warrant shall convert continue automatically into as a Domesticated Parent Right, pursuant to the Rights AgreementPurchaser Warrant; (iii) each then issued and outstanding Parent Purchaser Unit shall convert separate automatically into one share of Domesticated Parent UnitClass A Purchaser Common Stock and one Domesticated Purchaser Warrant; and (iv) Parentthe Purchaser’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent to between the Purchaser and the Company, the “Parent Bylaws”)Seller.

Domestication. Subject to receipt At the end of the Parent Shareholder Approval, no later than the date that is one day Business Day immediately prior to the Effective TimeClosing Date (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, Parent shall cause prior to the commencement of the PIPE Investment), Acquiror shall, in accordance with Applicable Legal Requirements, any applicable rules and regulations of the SEC and the Exchange (and if different than the Exchange, the NYSE) and Acquiror Organizational Documents, effect the Domestication to become effectiveand in furtherance thereof, including by substantially simultaneously or immediately following the Domestication, shall (a) filing with the Secretary of State of the State of Delaware file a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Parent Acquiror Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with adopt the Cayman Registrar in connection with the Domestication and (c) obtaining a certificate of de-registration from the Cayman RegistrarAcquiror Bylaws. In accordance with applicable LawApplicable Legal Requirements, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentAcquiror, (i) each then issued and outstanding share of Parent Common Stock Cayman Acquiror Class B Share shall convert automatically, on a one-for-one basis, into a Cayman Acquiror Class A Share; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Cayman Acquiror Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Class A Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit Cayman Acquiror Warrant shall convert automatically into one a Domesticated Parent Unit; and (iv) Parent’s bylaws from and after Acquiror Warrant, pursuant to the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”)Warrant Agreement.

Domestication. Subject to receipt of the Parent Acquiror Shareholder Approval, no later than the date that is at least one day prior to the Effective Time, Parent Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Parent Charter substantially Certificate of Incorporation of Acquiror in the form attached as Exhibit A hereto to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentAcquiror Shareholder, (i) each then issued and outstanding share of Parent Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Acquiror Class A Common Stock; (ii) immediately following the conversion described in clause (i), each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into one a Domesticated Parent Acquiror Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).