Common Contracts
31 similar Agreement and Plan of Merger contracts by ACE Convergence Acquisition Corp., KORE Group Holdings, Inc., AMCI Acquisition Corp. II, others
AGREEMENT AND PLAN OF MERGER by and among BURTECH ACQUISITION CORP., BURTECH MERGER SUB INC., BLAIZE, INC., and BURKHAN CAPITAL LLC (for the limited purposes set forth herein) dated as of December 22, 2023Agreement and Plan of Merger • December 29th, 2023 • BurTech Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of December 22, 2023 (this “Agreement”), is made and entered into by and among BurTech Acquisition Corp., a Delaware corporation (“Acquiror”), BurTech Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Blaize, Inc., a Delaware corporation (the “Company”) and, solely for purposes of Section 3.1 and Section 3.5, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”). Acquiror, Merger Sub, the Company and, solely with respect to Section 3.1 and Section 3.5, Burkhan are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.1.
AGREEMENT AND PLAN OF MERGER dated as of June 1, 2023 by and among SEAPORT GLOBAL ACQUISITION II CORP., LITHIUM MERGER SUB, INC., and AMERICAN BATTERY MATERIALS, INC.Agreement and Plan of Merger • June 2nd, 2023 • Seaport Global Acquisition II Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 1, 2023, is entered into by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among THE GROWTH FOR GOOD ACQUISITION CORPORATION, G4G MERGER SUB INC., and ZERO NOX, INC. dated as of March 7, 2023Agreement and Plan of Merger • March 9th, 2023 • Growth for Good Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 7, 2023 (this “Agreement”), is made and entered into by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), G4G Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Zero Nox, Inc., a Wyoming corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among KINS TECHNOLOGY GROUP INC., KINS MERGER SUB INC., INPIXON, and CXAPP HOLDING CORP. dated as of September 25, 2022Agreement and Plan of Merger • September 26th, 2022 • Inpixon • Services-computer programming services • Delaware
This Agreement and Plan of Merger, dated as of September 25, 2022 (this “Agreement”), is made and entered into by and among KINS Technology Group Inc., a Delaware corporation (“Acquiror”), KINS Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), Inpixon, a Nevada corporation (“Inpixon”) and CXApp Holding Corp., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among KINS TECHNOLOGY GROUP INC., KINS MERGER SUB INC., INPIXON, and CXAPP HOLDING CORP.Agreement and Plan of Merger • September 26th, 2022 • KINS Technology Group, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of September 25, 2022 (this “Agreement”), is made and entered into by and among KINS Technology Group Inc., a Delaware corporation (“Acquiror”), KINS Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), Inpixon, a Nevada corporation (“Inpixon”) and CXApp Holding Corp., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among TIGA ACQUISITION CORP., TIGA MERGER SUB LLC, and GRINDR GROUP LLC dated as of May 9 , 2022Agreement and Plan of Merger • May 9th, 2022 • Tiga Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of May 9 , 2022 (this “Agreement”), is made and entered into by and among Tiga Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Tiga Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Grindr Group LLC, a Delaware limited liability company (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among AMCI ACQUISITION CORP. II, AMCI MERGER SUB, INC., and LANZATECH NZ, INC. dated as of March 8, 2022Agreement and Plan of Merger • March 8th, 2022 • AMCI Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 8, 2022 (this “Agreement”), is made and entered into by and among (i) AMCI Acquisition Corp. II, a Delaware corporation (“Acquiror”), (ii) AMCI Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) LanzaTech NZ, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Certain terms used in this Agreement have the respective meanings ascribed to them in Section 1.1.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 2nd, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2021, by and among Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of the Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct, wholly owned subsidiary of Pubco, and Maple Holdings Inc. (the “Company”), a Delaware corporation. Acquiror, Pubco, Corp Merger Sub, LLC Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
AGREEMENT AND PLAN OF MERGER by and among WALDENCAST ACQUISITION CORP., OBAGI MERGER SUB, INC. and OBAGI GLOBAL HOLDINGS LIMITED dated as of November 15, 2021Agreement and Plan of Merger • November 17th, 2021 • Waldencast Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of November 15, 2021 (this “Agreement”), is made and entered into by and among Waldencast Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a public limited company incorporated under the Laws of Jersey prior to the Closing (as defined below)) (“Acquiror”), Obagi Merger Sub, Inc., a Cayman Islands exempted company limited by shares and an indirect wholly owned subsidiary of Acquiror (“Merger Sub”), and Obagi Global Holdings Limited, a Cayman Islands exempted company limited by shares (the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 29th, 2021 • Tailwind Two Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 28, 2021, by and among Tailwind Two Acquisition Corp., a Cayman Islands exempted company (the “Acquiror”), Titan Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”) and Terran Orbital Corporation, a Delaware corporation (the “Company”). Acquiror, Merger Sub, and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 15th, 2021 • KORE Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 12, 2021, by and among Cerberus Telecom Acquisition Corp. (“Acquiror”), a Cayman Islands exempted company, King Pubco, Inc. (“Pubco”), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the “Sponsor”), King Corp Merger Sub, Inc. (“Corp Merger Sub”), a Delaware corporation and direct, wholly owned subsidiary of the Sponsor, King LLC Merger Sub, LLC (“LLC Merger Sub”), a Delaware limited liability company and direct, wholly owned subsidiary of Pubco, and Maple Holdings Inc. (the “Company”), a Delaware corporation. Acquiror, Pubco, Corp Merger Sub, LLC Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
AGREEMENT AND PLAN OF MERGER by and among ACE CONVERGENCE ACQUISITION CORP., ACE CONVERGENCE SUBSIDIARY CORP., and TEMPO AUTOMATION, INC. dated as of October 13, 2021Agreement and Plan of Merger • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger, dated as of October 13, 2021 (this “Agreement”), is made and entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Tempo Automation, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among NextGen Acquisition Corporation, SKY MERGER SUB I, INC. and Xos, INC. dated as of February 21, 2021Agreement and Plan of Merger • August 26th, 2021 • Xos, Inc. • Motor vehicle parts & accessories • Delaware
This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among NEXTGEN ACQUISITION CORP. II, PULSAR MERGER SUB, INC. and VIECO USA, INC. dated as of August 22, 2021Agreement and Plan of Merger • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of August 22, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Pulsar Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Vieco USA, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among ECP ENVIRONMENTAL GROWTH OPPORTUNITIES CORP., ENNV MERGER SUB, INC. and FAST RADIUS, INC. dated as of July 18, 2021Agreement and Plan of Merger • July 19th, 2021 • ECP Environmental Growth Opportunities Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 18, 2021 (this “Agreement”), is made and entered into by and among ECP Environmental Growth Opportunities Corp., a Delaware corporation (“Acquiror”), ENNV Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Fast Radius, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among REINVENT TECHNOLOGY PARTNERS Y, RTPY MERGER SUB INC., and AURORA INNOVATION, INC. dated as of July 14, 2021Agreement and Plan of Merger • July 15th, 2021 • Reinvent Technology Partners Y • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER by and among DMY TECHNOLOGY GROUP, INC. IV, PHOTON MERGER SUB, INC., PHOTON MERGER SUB TWO, LLC, and PLANET LABS INC. dated as of July 7, 2021Agreement and Plan of Merger • July 7th, 2021 • dMY Technology Group, Inc. IV • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 7, 2021 (this “Agreement”), is made and entered into by and among dMY Technology Group, Inc. IV, a Delaware corporation (“Acquiror”), Photon Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“First Merger Sub”), Photon Merger Sub Two, LLC, a Delaware limited liability company and direct, wholly-owned Subsidiary of Acquiror (“Second Merger Sub”) and Planet Labs Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among CITIC CAPITAL ACQUISITION CORP., CITIC CAPITAL MERGER SUB INC., and QUANERGY SYSTEMS, INC. dated as of June 21, 2021Agreement and Plan of Merger • June 22nd, 2021 • CITIC Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of June 21, 2021 (this “Agreement”), is made and entered into by and among CITIC Capital Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), CITIC Capital Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Quanergy Systems, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among Empower Ltd. Empower Merger Sub I, Inc., Empower Merger Sub II, LLC, and Holley Intermediate Holdings, Inc. dated as of March 11, 2021Agreement and Plan of Merger • March 12th, 2021 • Empower Ltd. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 11, 2021 (this “Agreement”), is made and entered into by and among Empower Ltd., a Cayman Islands exempted company limited by shares (“Acquiror”), Empower Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub I”), Empower Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub II”), and Holley Intermediate Holdings, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among REINVENT TECHNOLOGY PARTNERS Z, RTPZ MERGER SUB INC., and HIPPO ENTERPRISES INC. dated as of March 3, 2021Agreement and Plan of Merger • March 4th, 2021 • Reinvent Technology Partners Z • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 3, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology Partners Z, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTPZ Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Hippo Enterprises Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among REINVENT TECHNOLOGY PARTNERS, RTP MERGER SUB INC., and JOBY AERO, INC. dated as of February 23, 2021Agreement and Plan of Merger • February 24th, 2021 • Reinvent Technology Partners • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology Partners, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), RTP Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby Aero, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among REVOLUTION ACCELERATION ACQUISITION CORP PICKUP MERGER CORP and BERKSHIRE GREY, INC. dated as of February 23, 2021Agreement and Plan of Merger • February 24th, 2021 • Revolution Acceleration Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among Revolution Acceleration Acquisition Corp, a Delaware corporation (“Acquiror”), Pickup Merger Corp, a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Berkshire Grey, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among ONE, CASPIAN MERGER SUB INC. and MARKFORGED, INC. Dated as of February 23, 2021Agreement and Plan of Merger • February 24th, 2021 • One • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 23, 2021 (this “Agreement”), is made and entered into by and among one, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and MarkForged, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among NextGen Acquisition Corporation, SKY MERGER SUB I, INC. and Xos, INC. dated as of February 21, 2021Agreement and Plan of Merger • February 22nd, 2021 • NextGen Acquisition Corp • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of February 21, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corporation, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Xos, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER dated as of January 27, 2021 by and among PROPERTY SOLUTIONS ACQUISITION CORP., PSAC MERGER SUB LTD. and FF INTELLIGENT MOBILITY GLOBAL HOLDINGS LTD.Agreement and Plan of Merger • January 28th, 2021 • Property Solutions Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 27, 2021, is entered into by and among Property Solutions Acquisition Corp., a Delaware corporation (“Acquiror”), PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 12th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
This Agreement and Plan of Merger, dated as of January 7, 2021 (this “Agreement”), is made and entered into by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Social Finance, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among ACE CONVERGENCE ACQUISITION CORP., ACE CONVERGENCE SUBSIDIARY CORP., and ACHRONIX SEMICONDUCTOR CORPORATION dated as of January 7, 2021Agreement and Plan of Merger • January 8th, 2021 • ACE Convergence Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of January 7, 2021 (this “Agreement”), is made and entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Achronix Semiconductor Corporation, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among COLONNADE ACQUISITION CORP., BEAM MERGER SUB, INC., and OUSTER, INC. dated as of December 21, 2020Agreement and Plan of Merger • December 22nd, 2020 • Colonnade Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of December 21, 2020 (this “Agreement”), is made and entered into by and among Colonnade Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Beam Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Ouster, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 6th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER dated as of October 5, 2020 by and among RMG ACQUISITION CORP., RMG MERGER SUB, INC., and ROMEO SYSTEMS, INC.Agreement and Plan of Merger • October 5th, 2020 • RMG Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of October 5, 2020, is entered into by and among RMG Acquisition Corp., a Delaware corporation (“Acquiror”), RMG Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Romeo Systems, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II, HESTIA MERGER SUB INC., and OPENDOOR LABS INC. dated as of September 15, 2020Agreement and Plan of Merger • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of September 15, 2020 (this “Agreement”), is made and entered into by and among Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Hestia Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Opendoor Labs Inc., a Delaware corporation (the “Company”).
