Common use of Conditions to Obligations Clause in Contracts

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 84 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 Section 9.3. Conditions to the Obligations of the Company 85 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 Section 10.2. Effect of Termination 87 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 Section 11.2. Waiver 88 Section 11.3. Notices 88 Section 11.4. Assignment 89 Section 11.5. Rights of Third Parties 89 Section 11.6. Expenses 90 Section 11.7. Governing Law 90 Section 11.8. Headings; Counterparts 90 Section 11.9. Company and Acquiror Disclosure Letters 90 Section 11.10. Entire Agreement 91 Section 11.11. Amendments 91 Section 11.12. Publicity 91 Section 11.13. Severability 91 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Section 11.15. Enforcement 92 Section 11.16. Non-Recourse 92 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 Section 11.18. Conflicts and Privilege 93 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER 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”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 74 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 75 Section 9.3. Conditions to the Obligations of the Company 85 75 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 76 Section 10.2. Effect of Termination 87 77 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 77 Section 11.2. Waiver 88 78 Section 11.3. Notices 88 78 Section 11.4. Assignment 89 79 Section 11.5. Rights of Third Parties 89 79 Section 11.6. Expenses 90 79 Section 11.7. Governing Law 90 80 Section 11.8. Headings; Counterparts 90 80 Section 11.9. Company and Acquiror Disclosure Letters 90 80 Section 11.10. Entire Agreement 91 80 Section 11.11. Amendments 91 80 Section 11.12. Publicity 91 80 Section 11.13. Severability 91 81 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 81 Section 11.15. Enforcement 92 82 Section 11.16. Non-Recourse 92 82 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 82 Section 11.18. Conflicts and Privilege 93 83 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Second A&R Charter A-1 Exhibit B Form of Acquiror A&R Bylaws of Acquiror upon Domestication B-1 Exhibit C Form of Registration Rights Agreement C-1 Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E D Form of Incentive Award Equity Plan D-1 Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H E Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate E-1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23June 22, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersNorthern Genesis Acquisition 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”), RTP NGAB Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Joby Aero, Embark Trucks Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 71 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 71 Section 9.3. Conditions to the Obligations of the Company 85 72 TABLE OF CONTENTS (continued) Page ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 73 Section 10.2. Effect of Termination 87 74 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 74 Section 11.2. Waiver 88 75 Section 11.3. Notices 88 75 Section 11.4. Assignment 89 76 Section 11.5. Rights of Third Parties 89 76 Section 11.6. Expenses 90 76 Section 11.7. Governing Law 90 76 Section 11.8. Headings; Counterparts 90 77 Section 11.9. Company and Acquiror Disclosure Letters 90 Letter 77 Section 11.10. Entire Agreement 91 77 Section 11.11. Amendments 91 77 Section 11.12. Publicity 91 77 Section 11.13. Severability 91 78 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 78 Section 11.15. Enforcement 92 79 Section 11.16. Non-Recourse 92 79 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 79 Section 11.18. Conflicts and Privilege 93 79 Exhibits Exhibit A Form of Acquiror Amended and Restated Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Acquiror Amended and Restated Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) D Exhibit E Form of Incentive Award Equity Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23July 6, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersXxxxxx Ventures Acquisition Co. 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”), RTP Lorelei Merger Sub Inc., a Delaware corporation and a direct wholly wholly-owned subsidiary of Acquiror (“Merger Sub”) ), and Joby AeroNextdoor, Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 87 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 87 Section 9.3. Conditions to the Obligations of the Company 85 98 Section 9.4. Frustration of Closing Conditions 89 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 89 Section 10.2. Effect of Termination 87 90 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 90 Section 11.2. Waiver 88 91 Section 11.3. Notices 88 91 Section 11.4. Assignment 89 92 Section 11.5. Rights of Third Parties 89 92 Section 11.6. Expenses 90 93 Section 11.7. Governing Law 90 93 Section 11.8. Headings; Counterparts 90 93 Section 11.9. Company and Acquiror Disclosure Letters 90 93 Section 11.10. Entire Agreement 91 93 Section 11.11. Amendments 91 94 Section 11.12. Publicity 91 Publicity. 94 Section 11.13. Severability 91 94 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Trial. 94 Section 11.15. Enforcement 92 95 Section 11.16. Non-Recourse 92 95 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 96 Section 11.18. Conflicts and Privilege 93 96 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 D Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 2321, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersNextGen 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”), RTP Sky Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby AeroXos, Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 97 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 98 Section 9.3. Conditions to the Obligations of the Company 85 99 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 100 Section 10.2. Effect of Termination 87 101 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 101 Section 11.2. Waiver 88 102 Section 11.3. Notices 88 102 Section 11.4. Assignment 89 103 Section 11.5. Rights of Third Parties 89 103 Section 11.6. Expenses 90 103 Section 11.7. Governing Law 90 103 Section 11.8. Headings; Counterparts 90 104 Section 11.9. Company and Acquiror Disclosure Letters 90 104 Section 11.10. Entire Agreement 91 104 Section 11.11. Amendments 91 104 Section 11.12. Publicity 91 104 Section 11.13. Severability 91 105 -iv- TABLE OF CONTENTS (continued) Page Section 11.14. Jurisdiction; Waiver of Jury Trial 92 105 Section 11.15. Enforcement 92 105 Section 11.16. Non-Recourse 92 106 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 106 Section 11.18. Conflicts and Privilege 93 Legal Representation 106 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 D Form of Lock-Up Employment Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Equity Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I G Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate Management Incentive Plan AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23October 5, 2021 2020 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersSocial Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing First Effective Time (as defined below)) (“Acquiror”), RTP Asclepius Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Joby AeroClover Health Investments, Inc.Corp., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 84 83 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 Section 9.3. Conditions to the Obligations of the Company 85 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 Section 10.2. Effect of Termination 87 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 88 Section 11.2. Waiver 88 Section 11.3. Notices 88 89 Section 11.4. Assignment 89 90 Section 11.5. Rights of Third Parties 89 90 Section 11.6. Expenses 90 Section 11.7. Governing Law 90 Section 11.8. Headings; Counterparts 90 Section 11.9. Company and Acquiror Disclosure Letters 90 91 Section 11.10. Entire Agreement 91 Section 11.11. Amendments 91 Section 11.12. Publicity 91 Section 11.13. Severability 91 92 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Section 11.15. Enforcement 92 93 Section 11.16. Non-Recourse 92 93 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 Section 11.18. Conflicts and Privilege 93 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 D Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23October 13, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersACE 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”), RTP Merger Sub Inc.ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Joby AeroTempo Automation, Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 84 74 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 75 Section 9.3. Conditions to the Obligations of the Company 85 76 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 76 Section 10.2. Effect of Termination 87 77 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 78 Section 11.2. Waiver 88 78 Section 11.3. Notices 88 79 Section 11.4. Assignment 89 80 Section 11.5. Rights of Third Parties 89 80 Section 11.6. Expenses 90 80 Section 11.7. Governing Law 90 80 Section 11.8. Headings; Counterparts 90 80 Section 11.9. Company and Acquiror Disclosure Letters 90 81 Section 11.10. Entire Agreement 91 81 Section 11.11. Amendments 91 81 Section 11.12. Publicity 91 81 Section 11.13. Severability 91 81 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 82 Section 11.15. Enforcement 92 82 Section 11.16. Non-Recourse 92 82 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 83 Section 11.18. Conflicts and Privilege 93 83 Exhibits Exhibit A Form of Domesticated Acquiror Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Domesticated Acquiror Bylaws of Acquiror upon Domestication Exhibit C Form of Amended and Restated Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E D Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23March 7, 2021 2023 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersThe 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”), RTP G4G Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Joby AeroZero Nox, Inc., a Delaware Wyoming corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 79 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 80 Section 9.3. Conditions to the Obligations of the Company 85 81 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 82 Section 10.2. Effect of Termination 87 83 ARTICLE XI REPRESENTATION AND WARRANTY INSURANCE Section 11.1. R&W Insurance Policy 83 ARTICLE XII MISCELLANEOUS Section 11.112.1. Trust Account Waiver 87 83 Section 11.212.2. Waiver 88 84 Section 11.312.3. Notices 88 84 Section 11.412.4. Assignment 89 86 Section 11.512.5. Rights of Third Parties 89 86 Section 11.612.6. Expenses 90 86 Section 11.712.7. Governing Law 90 86 Section 11.812.8. Headings; Counterparts 90 86 Section 11.912.9. Company and Acquiror Disclosure Letters 90 86 Section 11.1012.10. Entire Agreement 91 87 Section 11.1112.11. Amendments 91 87 Section 11.1212.12. Publicity 91 87 Section 11.1312.13. Severability 91 87 TABLE OF CONTENTS (continued) Page Section 11.1412.14. Jurisdiction; Waiver of Jury Trial 92 88 Section 11.1512.15. Enforcement 92 88 Section 11.1612.16. Non-Recourse 92 88 Section 11.1712.17. Non-Survival of Representations, Warranties and Covenants 93 89 Section 11.1812.18. Conflicts and Privilege 93 89 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 D Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Incentive Equity Plan Exhibit E Form of Incentive Award Plan Management Grant Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23September 15, 2021 2020 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersSocial 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”), RTP Hestia Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby Aero, Opendoor Labs Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 82 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 83 Section 9.3. Conditions to the Obligations of the Company 85 83 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 84 Section 10.2. Effect of Termination 87 85 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 85 Section 11.2. Waiver 88 86 Section 11.3. Notices 88 86 Section 11.4. Assignment 89 87 Section 11.5. Rights of Third Parties 89 87 Section 11.6. Expenses 90 87 Section 11.7. Governing Law 90 88 Section 11.8. Headings; Counterparts 90 88 Section 11.9. Company and Acquiror Disclosure Letters 90 88 Section 11.10. Entire Agreement 91 88 Section 11.11. Amendments 91 88 Section 11.12. Publicity 91 Publicity. 88 Section 11.13. Severability 91 89 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Trial. 89 Section 11.15. Enforcement 92 90 Section 11.16. Non-Recourse 92 90 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 90 Section 11.18. Conflicts and Privilege 93 Legal Representation 91 TABLE OF CONTENTS (continued) Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 D Form of Series 1 Registration Rights Agreement Exhibit E Form of Shareholders Agreement Exhibit F Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Incentive Equity Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23January 7, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersSocial 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”), RTP Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Joby AeroSocial Finance, Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 68 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 69 Section 9.3. Conditions to the Obligations of the Company 85 70 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 71 Section 10.2. Effect of Termination 87 71 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 72 Section 11.2. Waiver 88 72 Section 11.3. Notices 88 73 Section 11.4. Assignment 89 73 TABLE OF CONTENTS (continued) Page Section 11.5. Rights of Third Parties 89 74 Section 11.6. Expenses 90 74 Section 11.7. Governing Law 90 74 Section 11.8. Headings; Counterparts 90 74 Section 11.9. Company and Acquiror Disclosure Letters 90 74 Section 11.10. Entire Agreement 91 74 Section 11.11. Amendments 91 75 Section 11.12. Publicity 91 75 Section 11.13. Severability 91 75 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 75 Section 11.15. Enforcement 92 75 Section 11.16. Non-Recourse 92 76 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 76 Section 11.18. Conflicts and Privilege 93 76 Exhibits Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E D Form of Incentive Award Equity Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H E Form of Employee Stock Purchase Plan Exhibit I F Form of Acquiror Warrant Agreement Amendment Stockholder Written Consent Exhibit J Form of Restated Certificate G Accredited Investor Questionnaire AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23April 28, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersMarquee Raine 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”), RTP MRAC Merger Sub Inc.Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby Aero, Enjoy Technology Inc., a Delaware corporation (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub and the Company 84 Section 9.2. All Parties 85 9.02 Conditions to Obligations of Acquiror and Merger Sub 84 Section 9.3. 86 9.03 Conditions to the Obligations of the Company 85 87 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. 88 10.01 Termination 86 Section 10.2. 88 10.02 Effect of Termination 87 89 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account 89 11.01 Waiver 87 Section 11.2. Waiver 88 Section 11.3. 89 11.02 Notices 88 Section 11.4. 89 11.03 Assignment 89 Section 11.5. 90 11.04 Rights of Third Parties 89 Section 11.6. 91 11.05 Expenses 90 Section 11.7. 91 11.06 Governing Law 90 Section 11.8. Headings91 11.07 Captions; Counterparts 90 Section 11.9. Company 91 11.08 Schedules and Acquiror Disclosure Letters 90 Section 11.10. Exhibits 91 11.09 Entire Agreement 91 Section 11.11. 11.10 Amendments 91 Section 11.12. 92 11.11 Publicity 91 Section 11.13. 92 11.12 Severability 91 Section 11.14. 92 11.13 Jurisdiction; Waiver of Jury Trial WAIVER OF TRIAL BY JURY 92 Section 11.15. 11.14 Enforcement 92 Section 11.16. 93 11.15 Non-Recourse 92 Section 11.17. Non-Survival 93 11.16 Nonsurvival of Representations, Warranties and Covenants 93 Section 11.1894 11.17 Acknowledgements 94 11.18 Legal Representation. Conflicts and Privilege 93 Exhibits 95 EXHIBITS Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C – Form of Registration Rights Agreement Exhibit D-1 B – Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E Form of Incentive Award Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant C – Sponsor Agreement Amendment Exhibit J D – Form of Sponsor Support Agreement Exhibit E – Form of Certificate of Merger Exhibit F – Form of Support Agreement Exhibit G-1 – Form of Second Amended and Restated Certificate of Incorporation of Acquiror Exhibit G-2 – Form of Amended and Restated Bylaws of Acquiror Exhibit H – Form of Subscription Agreement AGREEMENT AND PLAN OF REORGANIZATION AND MERGER This Agreement and Plan of Merger, dated as of February 23, 2021 Reorganization and Merger (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among Reinvent Technology PartnersLGL Systems 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”), RTP LGL Systems Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) ), and Joby AeroIronNet Cybersecurity, 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.

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 80 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 81 Section 9.3. Conditions to the Obligations of the Company 85 81 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 82 Section 10.2. Effect of Termination 87 84 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 84 Section 11.2. Waiver 88 85 Section 11.3. Notices 88 85 Section 11.4. Assignment 89 86 Section 11.5. Rights of Third Parties 89 86 Section 11.6. Expenses 90 86 Section 11.7. Governing Law 90 87 Section 11.8. Headings; Counterparts 90 87 Section 11.9. Company and Acquiror Disclosure Letters 90 Letter 87 Section 11.10. Entire Agreement 91 87 Section 11.11. Amendments 91 87 Section 11.12. Publicity 91 87 Section 11.13. Severability 91 88 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 88 Section 11.15. Enforcement 92 89 Section 11.16. Non-Recourse 92 89 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 89 Section 11.18. Conflicts and Privilege 93 90 Exhibits Exhibit A Form of Acquiror Amended and Restated Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Acquiror Amended and Restated Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Exhibit E D Form of Incentive Award Equity Plan Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H E Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23June 9, 2021 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersXxxxxx Ventures Acquisition Co., 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 Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), Valo Health, LLC, a Delaware limited liability company (“Company Holdco”) and Joby AeroValo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company Holdco (the “Company”).

Conditions to Obligations. Section 9.1. Conditions to Obligations of Acquiror, Merger Sub Sub, and the Company 84 61 Section 9.2. Conditions to Obligations of Acquiror and Merger Sub 84 62 Section 9.3. Conditions to the Obligations of the Company 85 62 ARTICLE X TERMINATION/EFFECTIVENESS Section 10.1. Termination 86 63 Section 10.2. Effect of Termination 87 64 ARTICLE XI MISCELLANEOUS Section 11.1. Trust Account Waiver 87 64 Section 11.2. Waiver 88 64 Section 11.3. Notices 88 65 Section 11.4. Assignment 89 65 Section 11.5. Rights of Third Parties 89 66 Section 11.6. Expenses 90 66 TABLE OF CONTENTS (continued) Page Section 11.7. Governing Law 90 66 Section 11.8. Headings; Counterparts 90 66 Section 11.9. Company and Acquiror Disclosure Letters 90 66 Section 11.10. Entire Agreement 91 66 Section 11.11. Amendments 91 67 Section 11.12. Publicity 91 Publicity. 67 Section 11.13. Severability 91 67 Section 11.14. Jurisdiction; Waiver of Jury Trial 92 Trial. 67 Section 11.15. Enforcement 92 67 Section 11.16. Non-Recourse 92 68 Section 11.17. Non-Survival of Representations, Warranties and Covenants 93 68 Section 11.18. Conflicts and Privilege 93 Exhibits 68 Exhibits: Exhibit A Form of Certificate of Incorporation of Acquiror upon Domestication Exhibit B Form of Bylaws of Acquiror upon Domestication Exhibit C Form of Registration Rights Agreement Exhibit D-1 D Form of Lock-Up Agreement (Major Company Equityholders) Exhibit D-2 Form of Lock-Up Agreement (Other Company Equityholders) Incentive Equity Plan Exhibit E Form of Incentive Award Plan Stock Option Agreement Exhibit F Form of Restricted Stock Unit Agreement Exhibit G Form of Option Award Agreement Exhibit H Form of Employee Stock Purchase Plan Exhibit I Form of Acquiror Warrant Agreement Amendment Exhibit J Form of Restated Certificate AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger, dated as of February 23December 21, 2021 2020 (this “Agreement”), is made and entered into by and among Reinvent Technology PartnersColonnade 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”), RTP Beam Merger Sub Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Joby AeroOuster, Inc., a Delaware corporation (the “Company”).