Common use of Domestication Clause in Contracts

Domestication. Subject to receipt of the Required Parent Shareholder Approval, on the day prior to the Closing 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 of domestication with respect to the Domestication, together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under the Companies Act (As Revised) of the Cayman Islands in connection with the 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 Islands. 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.

Domestication. Subject to receipt of the Required Parent Shareholder Approval, on the day prior to the Closing DateClosing, 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, together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under the Companies Act (As Revised) of the Cayman Islands in connection with the 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 Islands. 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”.

Domestication. Subject to receipt of the Required Parent Shareholder ApprovalVote, on the day prior to the Closing DateClosing, Parent the Buyer 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 the Buyer and the Company, together with the Parent Buyer Certificate of Incorporation, in each case, in accordance with the provisions thereof and the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under the Companies Act (As Revised) of the Cayman Islands Companies Law (2020 Revision) in connection with the 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 IslandsIslands and the Buyer shall complete and make all filings required to be made with the SEC and the Stock Exchange to list Buyer Class A Common Stock on the Stock Exchange. Immediately prior to the Closing, Parent the Buyer shall cause adopt the Parent Bylaws to be Buyer Bylaws, in substantially the form attached hereto as Exhibit C D, as its bylaws until thereafter amended in accordance with the provisions thereof, the Parent Buyer 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 Buyer Shareholder, (i) each Parent Buyer Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Buyer Class A Common Stock and (ii) each Parent Buyer Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Buyer Class A Common Stock. The Equityholder Representative and the Company will shall reasonably cooperate with Parent the Buyer with respect to the Domestication.

Domestication. Subject to receipt of the Required Parent Shareholder ApprovalVote, on the day prior to the Closing DateClosing, Parent the Buyer 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 the Buyer and the Sellers, together with the Parent Buyer Certificate of Incorporation, in each case, in accordance with the provisions thereof hereof and the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under the Companies Act (As Revised) of the Cayman Islands Companies Law (2020 Revision) in connection with the 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 Islands, and the Buyer shall complete and make all filings required to be made with the SEC and the Stock Exchange to list the Buyer Class A Common Stock on the Stock Exchange. Immediately prior to the Closing, Parent the Buyer shall cause adopt the Parent Buyer Bylaws to be in the form attached hereto as Exhibit C B as its bylaws until thereafter amended in accordance with the provisions thereof, the Parent Buyer 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 Buyer Shareholder, (i) each Parent Buyer Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Buyer Class A Common Stock and (ii) except as set forth in the Sponsor Side Letter, each Parent Buyer Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Buyer Class A Common Stock. The Sellers and the Company will reasonably cooperate with Parent the Buyer with respect to the Domestication.

Domestication. Subject Immediately prior to the Domestication on the Closing Date, in accordance with applicable Legal Requirements and the Parent Memorandum and Articles, each issued and outstanding Pre-Combination Class B Ordinary Share will be converted, on a one-for-one basis, into a Parent Class A Ordinary Share, subject to certain adjustments described in the Parent Organizational Documents. Assuming prior receipt of the Required Parent Shareholder Domestication Approval, on the day prior to the Closing Date, Parent shall cause the Domestication to become effectiveeffective on the Closing Date prior to the Closing, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication, in form and substance reasonably acceptable to Parent and the State of Delaware a certificate of domestication with respect to the DomesticationCompany, together with the Parent Certificate of IncorporationCertificate, in each case, in accordance with the provisions thereof and the DGCLapplicable Legal Requirements, (b) completing and adopting the Parent Bylaws, (c) completing, making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under the Companies Act (As Revised) of the Cayman Islands in connection with the Domestication, and receiving confirmation from (d) obtaining evidence of the filing of the application to de-register with the Registrar of Companies of the Cayman Islands of receipt thereof and (c) requestingand, prior to the Closingthereafter, and obtaining (which may occur promptly following the Closing) a certificate of de-registration from the Registrar of Companies of the Cayman Islands. Immediately prior to the Closing, Parent shall cause the Parent Bylaws Islands and (e) completing and making all filings required to be in the form attached hereto as Exhibit C until thereafter amended in accordance made with the provisions thereof, the SEC and NASDAQ to list Parent Certificate of Incorporation and the DGCLClass A Common Stock on NASDAQ. In accordance with applicable LawLegal 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 Shareholdershareholder, (i) each issued and outstanding Parent Class A Ordinary Share outstanding in existence as of immediately prior to the effective time of the Domestication shall be converted convert automatically, on a one-for-one basis, into one (1) a 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 A Common Stock. The Company will reasonably cooperate with Parent with respect to the Domestication.

Domestication. Subject to receipt of the Required Parent Shareholder ApprovalArtius Vote, on the day prior to the Closing DateClosing, Parent Artius shall cause the Domestication to become effectiveeffective in any appropriate manner at the discretion of Artius, including by (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 Artius and the Company, together with the Parent Interim Artius Certificate of Incorporation, in each case, in accordance with the provisions thereof and the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Islands under the Cayman Islands Companies Act (As Revised) of the Cayman Islands in connection with the 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 IslandsIslands and (d) completing and making all filings required to be made with the SEC and the NASDAQ to list Artius Class A Common Stock on the NASDAQ. Immediately prior to the Closing, Parent Artius shall cause adopt the Parent Artius Bylaws to be in the form attached hereto as Exhibit C its bylaws until thereafter amended in accordance with the provisions thereof, the Parent Interim Artius 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 ShareholderArtius Stockholder, (i) each Parent Artius Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Artius Class A Common Stock and (ii) each Parent Artius Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Parent Artius Class B Common Stock. The Company will shall reasonably cooperate with Parent Artius with respect to the Domestication.