Common use of Domestication Clause in Contracts

Domestication. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their nature are to be 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 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 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 its terms, cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the Purchaser and the Company, together with the Purchaser Charter upon Domestication, in each case, in accordance with the provisions thereof and applicable Law, (ii) adopting the Purchaser Bylaws upon Domestication, (iii) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (iv) filing with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets 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, under Section 206 of the Cayman Companies Act and obtaining a certificate of de-registration from the Cayman Registrar.

Domestication. Upon the terms and subject Subject to the satisfaction or waiver receipt of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing)Acquiror Shareholder Approval, and in accordance with the DGCL and the Companies Act, at least one (1) Business Day prior to the ClosingEffective Time, 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 of the Cayman Islands and into the State of Delaware so as Acquiror shall take all actions necessary to re-domicile and become a Delaware corporation and subject to the receipt of the 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 effect the Domestication and its terms, cause as described in the Domestication to become effectiveRecitals hereto, including by (ia) filing with the Secretary of State of the State of Delaware a certificate Certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to the Purchaser Acquiror and the Company, together with the Purchaser Charter upon DomesticationCertificate of Incorporation of Acquiror in the form attached as Exhibit A to this Agreement (with such changes Table of Contents as may be agreed in writing by Acquiror and the Company) (the “Pubco Charter”), in each case, in accordance with the provisions thereof and applicable Law, (iib) adopting causing the Purchaser incorporator of Acquiror to appoint an initial board of directors of Acquiror and such board of directors shall have adopted the Pubco Bylaws upon Domesticationand designated the initial officers of Acquiror, (iiic) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (ivd) filing with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets 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, under Section 206 of the Cayman Companies Act and obtaining a certificate of de-registration from the Cayman Registrar. Acquiror shall provide the Company with reasonable prior access and opportunity to review and comment on any and all documents related to the Domestication, including any filing, resolutions or consents, actions of the incorporator, board or stockholders of any applicable entity.

Domestication. Upon The Parties agree that the terms Domestication will be implemented in accordance with and subject to the satisfaction or waiver of the terms and conditions of this Agreement (other than those conditions that by their nature are Agreement. The Company shall effect and carry out the steps, actions and/or transactions to be satisfied at Closing), carried out by it below. (a) Subject to receipt of the Required Company Shareholder Approval and in accordance with the DGCL and the Companies Act, at least one (1) Business Day prior to the ClosingEffective Time, 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 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 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 its terms, 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 domestication with respect to the Domestication, in form and substance reasonably acceptable to (the Purchaser and the Company“Certificate of Domestication”), together with the Purchaser Charter upon Domestication, in each caseCompany Closing Organizational Documents, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) adopting and submitting a statutory declaration with the Purchaser Bylaws upon DomesticationAlberta 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 the Company to continue out of Alberta and into Delaware (the “Letter of Authorization”), and (iii) completing and making and procuring acknowledging, executing, delivering and/or filing all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (iv) filing with the Cayman Registrar all applicable such other notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be filedand instruments, pay paying all applicable fees such fees, costs and expenses, as may be required under applicable Law or otherwise to paideffect the Domestication. (b) The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and cause without any action on the satisfaction part of all other conditions to deregistration required to any Company Shareholders, (i) each then issued and outstanding Pre-Domestication Company Common Share will convert automatically, on a one-for-one basis, into one share of Post-Domestication Company Common Share, (ii) each then issued and outstanding Company Convertible Security and Company Warrant set forth on Section 2.1(a) of the Company Disclosure Schedules that are exercisable for, or convertible into, Pre-Domestication Company Common Shares shall be satisfiedconvert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) of the Post-Domestication Company on terms that are substantially similar terms and that are exercisable for, or convertible into, an equivalent number of Post-Domestication Company Common Shares, in each case, as the Company Convertible Security and Company Warrant so converted, and (iii) all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of 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 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. 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 206 1.368-3 of the Cayman Companies Act United States Treasury Regulations with respect to the Domestication, and obtaining (iii) agrees to file all Tax and other informational returns on a certificate basis consistent with such characterization, except if otherwise required by a “determination” within the meaning of de-registration from Code Section 1313. Notwithstanding the Cayman Registrarforegoing 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. Upon the terms and subject Immediately prior to the satisfaction or waiver of Domestication on the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing)Closing Date, and in accordance with the DGCL applicable Legal Requirements and the Companies ActParent Memorandum and Articles, at least each issued and outstanding Pre-Combination Class B Ordinary Share will be converted, on a one-for-one (1) Business Day basis, into a Parent Class A Ordinary Share, subject to certain adjustments described in the Parent Organizational Documents. Assuming prior receipt of the Domestication Approval, Parent shall cause the Domestication to become effective on the Closing Date 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 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 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 its terms, cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the Purchaser Parent and the Company, together with the Purchaser Charter upon DomesticationParent Certificate, in each case, in accordance with the provisions thereof and applicable LawLegal Requirements, (iib) adopting the Purchaser Bylaws upon DomesticationParent Bylaws, (iiic) completing and completing, making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands in connection with the Domestication, and (ivd) obtaining evidence of the filing of the application to de-register with the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets 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, under Section 206 Companies of the Cayman Companies Act and obtaining Islands and, thereafter, a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands and (e) completing and making all filings required to be made with the SEC and NASDAQ to list Parent Class A Common Stock on NASDAQ. In accordance with applicable 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 Parent shareholder, each issued and outstanding Parent Class A Ordinary Share in existence as of immediately prior to the Domestication shall convert automatically, on a one-for-one basis, into a share of Parent Class A Common Stock.

Domestication. Upon the terms and subject Subject to the satisfaction or waiver receipt of the conditions of this Agreement (other than those conditions that by their nature are to be satisfied at Closing)Required Parent Shareholder Approval, 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 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 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 its terms, Parent shall cause the Domestication to become effective, including by (ia) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the Purchaser and the Company, together with the Purchaser Charter upon DomesticationParent Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (ii) adopting the Purchaser Bylaws upon Domestication, (iiib) 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, and (iv) filing with receiving confirmation from the Cayman Registrar all applicable notices, declarations, affidavits, statements of assets 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, under Section 206 Companies of the Cayman Companies Act 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 Parent Shareholder, (i) each Parent Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Common Stock and (ii) each Parent Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Common Stock. The Company will reasonably cooperate with Parent with respect to the Domestication. In connection with the Domestication, Parent will change its name to “Local Bounti Corporation”.