Common use of Domestication Clause in Contracts

Domestication. On the Closing Date prior to the Effective Time, ARYA shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision). In connection with the Domestication, (i) each ARYA Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On (a) Subject to receipt of the Closing Date Required Parent Shareholder Approval, prior to the Effective Time, ARYA Parent shall cause the Domestication to occur 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 Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL DGCL, (ii) completing and Part XII making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Islands Companies Law Act, and (2020 Revision)iii) obtaining a certificate of de-registration from the Cayman Registrar. In connection with 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 shareholders of Parent, (iA) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to Class A ordinary share, $0.0001 par value, of Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Domestication shall become Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 0.0001, per shareshare of Parent (a “Domesticated Parent Common Share”); (B) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Warrant Agreement; and (C) each then issued and outstanding unit of ARYAParent, comprised of one Parent Ordinary Share and one 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 Domesticated Parent Warrant (a “Domesticated Parent Unit”). (b) 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) each ARYA Warrant 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 (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the 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 outstanding immediately 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 shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share has or may have on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each any such reorganization status. Each of the Parties parties acknowledges and agrees that each of (A) has had the ARYA Certificate of Incorporation opportunity to obtain independent legal and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments tax advice with respect to the Governing Documents of ARYA transactions contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other thanthis Agreement, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA is responsible for any adverse Tax consequences that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to may result if the Domestication shall, for is determined not to qualify as a reorganization under Section 368 of the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementCode.

Domestication. On (a) Subject to receipt of the Closing Date Acquiror Shareholder Approval, prior to the First Effective Time, ARYA Acquiror shall use its reasonable best efforts to take all actions necessary to cause the Domestication to occur become effective in accordance with Section 388 the applicable provisions of the DGCL and Part XII the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Domestication Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Law, and (ii) completing and making and procuring all those filings required to be made under the Companies Act with the Registrar of Companies in the Cayman Islands Companies Law (2020 Revision). In in connection with the Domestication. (b) 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 Acquiror shareholder: (i) (A) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication Acquiror Class A Ordinary Share shall become convert automatically, on a one-for-one basis, into a share of common stockDomesticated Acquiror Common Stock, par value $0.0001 per share, of ARYA, and (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iiiB) the Governing Documents transfer books of ARYA Acquiror shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”record such conversion; provided, however, thatthat each holder of Acquiror Class A Ordinary Shares that has validly elected to redeem its shares in connection with the Acquiror Shareholder Redemption shall, in lieu of such conversion, be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror’s Governing Documents; (ii) (A) in the case each then issued and outstanding Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a share of clause (iii)Domesticated Acquiror Common Stock, each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause the transfer books of Acquiror shall record such conversion; (iiii) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated Acquiror Warrant shall convert automatically into the underlying ARYA Class A Shares and underlying ARYA Warrants prior a Domesticated Acquiror Warrant, pursuant to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized Acquiror Preference Share shall continue to exist as a share of preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur, and will be completed, immediately prior to (but no later than the day preceding) the Closing Date for Tax and all other purposes.

Domestication. On (a) Subject to receipt of the Closing Date Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, ARYA Parent shall cause the Domestication to occur 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 Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL DGCL, (ii) completing and Part XII making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Law Act (2020 Revision). In the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (b) In accordance with applicable Law, 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 Parent Shareholder: (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication Parent Class A Ordinary Share shall become convert automatically into one share of common stock, par value $US$0.0001 per share, of ARYA, Parent; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value $US$0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, Parent; (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated Parent Warrant shall convert automatically into the underlying ARYA Class A Shares and underlying ARYA Warrants prior one warrant to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to acquire one share of common stock, par value $US$0.0001 per share, of ARYAParent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and one-third of one warrant representing the right to purchase (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value $US$0.0001 per share, of ARYA at an exercise price Parent, one-half of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementone Domesticated Parent Warrant.

Domestication. On Subject to prior receipt of the Shareholder Approval, on the Closing Date prior to the Effective TimeClosing, ARYA SPAC shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision)Act. In connection with the Domestication, (i) each ARYA SPAC Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication ((x) including, for the avoidance of doubt, any SPAC Class A Share issued pursuant to Section 2.01(b) and (y) excluding, for the avoidance of doubt, any SPAC Class A Share that is redeemed pursuant to Section 2.01(a)) shall become one share of common stock, par value $0.0001 per share, of ARYASPAC Class A Common Stock, (ii) each ARYA SPAC Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA SPAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement, in accordance with the terms of the applicable SPAC Warrant, (iii) the Governing Organizational Documents of ARYA SPAC shall become be amended and restated such that the certificate of incorporation, incorporation of SPAC shall be substantially in the form attached hereto as Exhibit F (the “ARYA SPAC Certificate of Incorporation”), and the bylaws, bylaws of SPAC shall be substantially in the form attached hereto as Exhibit G (the “ARYA SPAC Bylaws”) ), and (ivv) ARYASPAC’s name shall be changed to a name mutually agreed to by SPAC and the Company (provided, that in the event that this Agreement is terminated in accordance with Section 9.01 after Domestication, but prior to the Closing, the SPAC will promptly after termination change its name to a name that does not use the name “Cerevel Therapeutics Holdings, Inc.”Sunergy” or any similar name (if applicable)); provided, however, that, (A) in the case of clause (iii), each of the Parties parties acknowledges and agrees that each of the ARYA SPAC Certificate of Incorporation and the ARYA SPAC Bylaws shall be appropriately adjusted revised so as not to give effect to implement any amendments to the Governing Organizational Documents of ARYA SPAC contemplated by the ARYA SPAC Certificate of Incorporation and the ARYA SPAC Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders shareholders of SPAC at the ARYA Shareholders SPAC Shareholders’ Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause clauses (i) and (iiiii), each issued and outstanding unit of ARYA SPAC Unit that has not been previously separated into the underlying ARYA SPAC Class A Shares and underlying ARYA SPAC Public Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to (x) one share of common stock, par value $0.0001 per share, of ARYA, SPAC Class A Common Stock and (y) one-third half of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA SPAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions applicable to SPAC Public Warrants set forth in the SPAC Public Warrant Agreement.

Domestication. On (a) Subject to obtaining the Closing Date Acquiror Stockholders’ Approval, prior to the Effective Time, ARYA Acquiror shall take all actions necessary to cause the Domestication to occur become effective in accordance with Section 388 the applicable provisions of the DGCL and Part XII the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands Islands, as required under the Companies Law (2020 Revision). In Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 Acquiror shareholder (collectively, the “Conversion”): (i) (A) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockAcquiror Class A Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one into a share of common stockDomesticated Acquiror Common Stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iiiB) the Governing Documents transfer books of ARYA Acquiror shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”record such conversion; provided, however, that, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the case of clause right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii)) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Parties acknowledges and agrees that each of the ARYA Domestication Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting Incorporation. (other than, for c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the amendments Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the Governing Documents of ARYA contrary contained in this Agreement, the parties acknowledge and agree that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants Domestication will occur immediately prior to the Domestication shall, Mergers for the avoidance of doubt, be cancelled Tax and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementall other purposes.

Domestication. On the Closing Date Date, prior to the Effective TimeClosing, ARYA shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 2021 Revision), including by filing (i) with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to ARYA and the Company, together with the 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 shall become to be converted into one share of Class A common stock, par value $0.0001 per share, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall to become the certificate of incorporation, substantially in the form attached hereto as Exhibit F G (with such changes as may be agreed in writing by ARYA and Amber GT Parent, the “ARYA Post-Closing Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G H (with such changes as may be agreed in writing by ARYA and Amber GT Parent, the “ARYA Post-Closing Bylaws”) ), and (iviii) ARYA’s name shall to be changed to “Cerevel Therapeutics HoldingsCaritas Therapeutics, Inc.”; provided, however, 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 (A) in the case of clause (iiisuch agreement not to be unreasonably withheld, conditioned or delayed by either ARYA or Amber GT Parent), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On Subject to receipt of the Closing Date Acquiror Stockholder Approval, prior to the Effective TimeClosing, ARYA Acquiror shall cause the Domestication to occur become effective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 RevisionAs Revised). In , including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, together with the Acquiror Certificate of Incorporation in the form attached hereto as Exhibit A, 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 Part XII of the Cayman Islands Companies Act (As Revised) in connection with the Domestication and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Islands. 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 Acquiror Stockholder, (i) each ARYA Class A Share and each ARYA Class B Share that is issued and ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall become be converted into one (1) share of common stock, par value $0.0001 per share, of ARYAAcquiror Class A Common Stock, (ii) each ARYA Warrant that is Class B ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall, from and after the Domestication, represent the right to purchase shall be converted into one (1) share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms Acquiror Class A Common Stock and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA the Acquiror shall become be the certificate Acquiror Certificate of incorporationIncorporation and the Acquiror Bylaws. For the avoidance of doubt, substantially prior to Closing, Acquiror shall cause the Acquiror Bylaws to be in the form attached hereto as Exhibit F (B until thereafter amended in accordance with the “ARYA Certificate of Incorporation”)provisions thereof, and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Acquiror Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments DGCL. The Company will reasonably cooperate with Acquiror with respect to the Governing Documents Domestication. Immediately following the completion of ARYA contemplated by the ARYA Certificate Domestication, Acquiror shall file the Preferred COD in accordance with the DGCL with the Secretary of Incorporation and State of the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance State of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDelaware.

Domestication. On the Closing Date prior to the Effective Time, ARYA TortoiseCorp III shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision)Act. In connection with the Domestication, (i) each ARYA TortoiseCorp III Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication ((x) including, for the avoidance of doubt, any TortoiseCorp III Class A Share issued pursuant to Section 2.1(c) (including any shares deposited into escrow) and (y) excluding, for the avoidance of doubt, any TortoiseCorp III Class A Share that is redeemed pursuant to Section 2.1(a)) shall become one share of common stock, par value $0.0001 per share, of ARYATortoiseCorp III Common Share, (ii) each ARYA TortoiseCorp III Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA TortoiseCorp III Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA TortoiseCorp III shall become be amended and restated such that the certificate of incorporation, substantially incorporation of TortoiseCorp III shall be in a form reasonably acceptable to TortoiseCorp III and the Company such that the amended and restated certificate of incorporation of TortoiseCorp III complies with any requirements contained in the form attached hereto as Exhibit F Company’s current Governing Document (the “ARYA TortoiseCorp III Certificate of Incorporation”), and the bylaws, substantially bylaws of TortoiseCorp III shall be in a form reasonably acceptable to TortoiseCorp III and the form attached hereto as Exhibit G Company (the “ARYA TortoiseCorp III Bylaws”) ), and (iv) ARYATortoiseCorp III’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”One Power Company; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA TortoiseCorp III Certificate of Incorporation and the ARYA TortoiseCorp III Bylaws shall be appropriately adjusted revised so as not to give effect to implement any amendments to the Governing Documents of ARYA TortoiseCorp III contemplated by the ARYA TortoiseCorp III Certificate of Incorporation and the ARYA TortoiseCorp III Bylaws that are not adopted and approved by the Pre-Closing ARYA TortoiseCorp III Holders at the ARYA TortoiseCorp III Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA TortoiseCorp III that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and the Required Governing Document Proposals) and (B) in connection with clause clauses (i) and (ii), each issued and outstanding unit of ARYA TortoiseCorp III that has not been previously separated into the underlying ARYA TortoiseCorp III Class A Shares and underlying ARYA TortoiseCorp III Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to (x) one share of common stock, par value $0.0001 per share, of ARYATortoiseCorp III, and (y) one-third fourth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA TortoiseCorp III at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On the Closing Date prior to the Effective Time, ARYA Dragoneer shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 Revision). In connection with the Domestication, (i) each ARYA Dragoneer Class A Share and each ARYA Dragoneer Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYADragoneer, (ii) each ARYA Dragoneer Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) each Forward Purchase Share shall become one share of common stock, par value $0.0001 per share, of Dragoneer, (iv) the Governing Documents of ARYA Dragoneer shall become be amended and restated such that the certificate of incorporationincorporation of Dragoneer shall be substantially in the form attached hereto as Exhibit E (the “Dragoneer Certificate of Incorporation”), and the bylaws of Dragoneer shall be substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of IncorporationDragoneer Bylaws”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”v) and (iv) ARYADragoneer’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”as determined by the Company in its sole discretion; provided, however, that, (A) in the case of clause (iiiiv), each of the Parties acknowledges and agrees that each of the ARYA Dragoneer Certificate of Incorporation and the ARYA Dragoneer Bylaws shall be appropriately adjusted revised so as not to give effect to implement any amendments to the Governing Documents of ARYA Dragoneer contemplated by the ARYA Dragoneer Certificate of Incorporation and the ARYA Dragoneer Bylaws that are not adopted and approved by the Pre-Closing ARYA Dragoneer Holders at the ARYA Dragoneer Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA Dragoneer that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and (B) in connection with clause (i), (ii) and (iiiii), each issued and outstanding unit of ARYA Dragoneer that has not been previously separated into the underlying ARYA Dragoneer Class A Shares and underlying ARYA Dragoneer Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYADragoneer, and one-third fifth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On (a) Subject to receipt of the Closing Date Required SPAC Shareholder Approval, prior to the Effective Time, ARYA SPAC shall cause the Domestication to occur become effective, including by (a) filing with the Delaware Secretary of State a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the Company and SPAC (the “Certificate of Domestication”), together with the SPAC Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL DGCL, (b) completing and Part XII of making and procuring all those filings required to be made with the Cayman Islands Registrar under the Companies Law Act (2020 20121 Revision). In ) (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 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 shareholders of SPAC, (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately SPAC Class A Ordinary Share and SPAC Class B Ordinary Share (a “SPAC Ordinary Share”) will convert automatically, on a one-for-one basis, into a shares of Class A Common Stock par value $0.0001 and Class B Common Stock par value $0.0001, respectively, (the “Domesticated SPAC Common Stock”); (ii) each then issued and outstanding SPAC Warrant shall convert automatically into a warrant to purchase shares of Domesticated SPAC Common Stock (a “Domesticated SPAC Warrant”), (iii) each then issued and outstanding SPAC Right shall convert automatically into a right to receive shares of Domesticated SPAC Common Stock (a “Domesticated SPAC Right”), and (iv) each then issued and outstanding SPAC Unit shall convert automatically into a unit of SPAC, with each such unit representing one share of Domesticated SPAC Common Stock, one Domesticated SPAC Warrant and one Domesticated SPAC Right (a “Domesticated SPAC Unit”). (b) Effective as of the effective time of the Domestication, SPAC shall enter into (i) an amendment to the SPAC Warrant Agreement with the Transfer Agent, in a form to be agreed upon by the parties, to evidence the fact that SPAC shall be a Delaware corporation and that each such SPAC Warrant shall be exercisable for Domesticated SPAC Common Stock rather than SPAC Class A Ordinary Shares, and (ii) an amendment to the SPAC Rights Agreement with the Transfer Agent, in a form to be agreed upon by the parties, to evidence the fact that SPAC shall be a Delaware corporation and that the holder of a SPAC Warrant shall receive one-tenth of one share of Domesticated SPAC Common Stock upon completion of an initial business combination instead of one-tenth of one SPAC Class A Ordinary Share. (c) 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. SPAC 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 (iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the meaning of Section 1313 of the Code. 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 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 shall become one share has or may have on any such reorganization status. Each of common stockthe parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, par value $0.0001 per share, of ARYA, and (ii) each ARYA Warrant is responsible or any adverse Tax consequences that is outstanding immediately prior to may result if the Domestication shall, from and after the Domestication, represent the right is determined not to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto qualify as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each a reorganization under Section 368 of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementCode.

Domestication. On the Closing Date and prior to the Effective Time, ARYA AAC shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 Revision)As Revised) and Part XA of the Bermuda Companies Act including by filing with the Registrar a memorandum of continuance together with all other documents contemplated by Section 132C of the Bermuda Companies Act and filing with the Cayman Islands Registrar of Companies all other documents contemplated by Section 206 of the Cayman Islands Companies Act (As Revised) in each case with respect to the Domestication, in form and substance reasonably acceptable to AAC and the Company, and making all filings required to be made with the Registrar and the Cayman Islands Registrar of Companies to effect the Domestication. In connection with (and as part of) the Domestication, AAC shall cause: (ia) each ARYA Class A Share and each ARYA AAC Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYA, to be converted into an AAC Class A Ordinary Share; (iib) each ARYA Warrant the AAC Bye-Laws to be adopted and the excerpts thereof that is outstanding immediately prior are required to be filed with the Registrar pursuant to the Domestication shall, from and after the Domestication, represent the right Bermuda Companies Act to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject be delivered to the conditions set forth in Registrar and the Warrant Agreement, (iii) the Governing Documents of ARYA shall AAC Bye-laws to become the certificate governing documents of incorporation, substantially in the form attached hereto as Exhibit F AAC; and (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”c) and (iv) ARYAAAC’s name shall to be changed to “Cerevel Therapeutics Holdings▇▇▇▇ Interactive Limited,” provided that if such name is not available in Bermuda or AAC is otherwise unable to change its name to “▇▇▇▇ Interactive Limited” in Bermuda, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation it shall cause its name to be changed to “▇▇▇▇ Interactive Holdings Limited” or such other name mutually agreed to by AAC and the ARYA Bylaws Company. AAC and its Representatives shall be appropriately adjusted give the Company and its Representatives a reasonable opportunity to give effect to review any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other thanapplicable documents, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) certificates or filings in connection with clause the Domestication and will implement, in good faith, any comments thereto. AAC shall (ias promptly as practicable after the Special Meeting) make all filings necessary to obtain, and (ii)obtain, each issued and outstanding unit the approval of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior Bermuda Monetary Authority with respect to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDomestication.

Domestication. On Prior to the Closing Date prior to the Effective Timeand following Acquiror shareholders’ exercise of their Redemption Rights, ARYA Acquiror shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII Section 206 of the Companies Act, including by filing with the Delaware Secretary of State a Certificate of Domestication in substantially the form attached as Exhibit F hereto (the “Certificate of Domestication”) and the Acquiror Certificate of Incorporation, completing and making all filings required to be made with the Cayman Islands Companies Law (2020 Revision)Registrar to effect the Domestication, obtaining a certificate of de-registration from the Cayman Registrar and taking any other actions necessary in connection therewith. In connection with (and as part of) the Domestication, Acquiror shall cause (i) each ARYA Acquiror Class A Ordinary Share and each ARYA Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication shall become to be converted into one share of common stock, par value $0.0001 per share, of ARYAAcquiror Common Stock, (ii) each ARYA Acquiror Warrant that is issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase be converted into one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDomesticated Acquiror Warrant, (iii) the Governing Documents each Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of ARYA shall become the certificate Acquiror Common Stock and one-half of incorporationone Domesticated Acquiror Warrant, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed the Acquiror Organizational Documents to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in become the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Acquiror Certificate of Incorporation and the ARYA Acquiror Bylaws and (v) Acquiror’s name to be changed to “Avertix Medical, Inc.”, provided that if such name is not available in the State of Delaware or Acquiror is otherwise unable to change its name to “Avertix Medical, Inc.” in the State of Delaware, Acquiror shall cause its name to be appropriately adjusted changed to give effect such other name mutually agreed to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation Acquiror and the ARYA Bylaws that are not adopted Company. Acquiror shall effect the Domestication in compliance with all applicable Law and approved by in a manner so as to properly effectuate the Pre-Closing ARYA Holders at purposes of this Agreement. Acquiror and its Representatives shall give the ARYA Shareholders Meeting (other thanCompany the opportunity to review any applicable documents, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) certificates or filings in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stockconsider, par value $0.0001 per sharein good faith, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementany comments thereto.

Domestication. On (a) Subject to obtaining the Closing Date Acquiror Stockholders’ Approval, prior to the Effective Time, ARYA Acquiror shall take all actions necessary to cause the Domestication to occur become effective in accordance with Section 388 the applicable provisions of the DGCL and Part XII the Companies Act, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit B to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands Islands, as required under the Companies Law (2020 Revision). In Act in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 Acquiror shareholder: (i) (A) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockAcquiror Class A Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one into a share of common stockDomesticated Acquiror Class A Common Stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iiiB) the Governing Documents transfer books of ARYA Acquiror shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”record such conversion; provided, however, that, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the case of clause right to receive the Domesticated Acquiror Class A Common Stock in accordance with this Section 6.04(b)(ii); (iii)) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Parties acknowledges and agrees that each of the ARYA Domestication Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting Incorporation. (other than, for c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the amendments Domestication will be deemed to include the shares of Domesticated Acquiror Class A Common Stock. Notwithstanding anything to the Governing Documents of ARYA contrary contained in this Agreement, the parties acknowledge and agree that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants Domestication will occur immediately prior to the Domestication shall, Mergers for the avoidance of doubt, be cancelled Tax and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementall other purposes.

Domestication. On the Closing Date prior Prior to the Effective TimeClosing, ARYA CHFW shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 2021 Revision). In connection with the Domestication, (i) each ARYA CHFW Class A Share and each ARYA CHFW Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYACHFW Common Stock, (ii) each ARYA IPO Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA CHFW Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the IPO Warrant Agreement, (iii) the Governing Documents of ARYA CHFW shall be replaced by and become the certificate of incorporation, substantially in the form attached hereto as Exhibit F E (the “ARYA CHFW Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G F (the “ARYA CHFW Bylaws”) and (iv) ARYACHFW’s name shall be changed to “Cerevel Therapeutics HoldingsSurrozen, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties hereby acknowledges and agrees that each of the ARYA CHFW Certificate of Incorporation and the ARYA CHFW Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA CHFW contemplated by the ARYA CHFW Certificate of Incorporation and the ARYA CHFW Bylaws that are not adopted and approved by the Pre-Closing ARYA CHFW Holders at the ARYA CHFW Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA CHFW that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On Prior to the Closing Date prior to the Effective TimeDate, ARYA Acquiror shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII the Companies Act, including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Acquiror Certificate of Incorporation (as defined below), completing and making all filings required to be made with the Cayman Islands Companies Law (2020 Revision)Registrar to effect the Domestication and obtaining a certificate of de-registration from the Cayman Registrar. In connection with (and as part of) the Domestication, Acquiror shall cause (i) each ARYA share of Acquiror Class A Share Ordinary Shares that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock, each ARYA share of Acquiror Founders Stock that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Founders Class B Share Common Stock, each Cayman Acquiror Warrant that is issued and outstanding immediately prior to the Domestication shall become convert automatically into one Domesticated Acquiror Warrant and each Cayman Acquiror Unit shall convert automatically into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of common stock, par value $0.0001 per share, Acquiror Class A Common Stock and one-third of ARYAone Domesticated Acquiror Warrant, (ii) each ARYA Warrant that is outstanding immediately prior the Acquiror Organizational Documents to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F A (with such changes as may be agreed in writing by Acquiror and the Company, the “ARYA Acquiror Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G B (with such changes as may be agreed in writing by Acquiror and the Company, the “ARYA Acquiror Bylaws”) and (iviii) ARYAAcquiror’s name shall to be changed to “Cerevel Therapeutics HoldingsGloriFi, Inc.”; provided, howeverprovided that if such name is not available in Delaware or Acquiror is otherwise unable to change its name to “GloriFi, thatInc.” in Delaware, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation it shall cause its name to be changed to such other name mutually agreed to by Acquiror and the ARYA Bylaws Company. Acquiror shall be appropriately adjusted effect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give effect the Company the opportunity to review any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other thanapplicable documents, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) certificates or filings in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stockconsider, par value $0.0001 per sharein good faith, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementany comments thereto.

Domestication. On (a) Subject to receipt of the Closing Date Acquiror Shareholder Approval, at least one (1) Business Day prior to the Effective Time, ARYA Acquiror shall cause the Domestication to occur become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with Section 388 of the DGCL provisions thereof and Part XII of applicable Law and (b) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar under the Companies Law (2020 Revision). In Act in connection with the Domestication. 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 Acquiror Shareholder, (i) each ARYA then issued and outstanding Acquiror Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication shall become convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of ARYA, Domesticated Acquiror Class A Stock; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shallAcquiror Class B Share shall convert automatically, from and after the Domesticationon a one-for-one basis, represent the right to purchase one into a share of common stockDomesticated Acquiror Class B Stock; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject pursuant to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) ; and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, Acquiror Unit shall be cancelled canceled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, Domesticated Acquiror Class A Stock and one-third fifth of one warrant representing the right to purchase Domesticated Acquiror Warrant. (b) At least one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject (1) Business Day prior to the conditions set forth in Effective Time, Acquiror shall take the Warrant Agreementactions necessary vis-à-vis the relevant Governmental Authority to become a resident taxpayer for purposes of U.S. federal income tax.

Domestication. On the Closing Date Date, prior to the Effective Time, ARYA shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 Revision), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to ARYA and the Company, together with the ARYA Certificate of Incorporation and completing and making all filings required to be made with the Cayman Registrar to effect 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 shall become to be converted into one share of common stock, par value $0.0001 per share, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall to become the certificate of incorporation, substantially in the form attached hereto as Exhibit F E (with such changes as may be agreed in writing by ARYA and the Company, the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G F (with such changes as may be agreed in writing by ARYA and the Company, the “ARYA Bylaws”) and (iviii) ARYA’s name shall to be changed to “Cerevel Therapeutics Nautilus Biotechnology, Inc.”, provided that if such name is not available in Delaware or ARYA is otherwise unable to change its name to “Nautilus Biotechnology, Inc.” in Delaware, it shall cause its name to be changed to “Nautilus Biotechnology Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ” or such other name mutually agreed to by ARYA Certificate of Incorporation and the Company. ARYA Bylaws shall cause the Domestication to be appropriately adjusted consummated in accordance with applicable Law. ARYA and its Representatives shall give the Company and its pertinent Representatives a reasonable opportunity to give effect to review any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other thanapplicable documents, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) certificates or filings in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stockconsider, par value $0.0001 per sharein good faith, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementany comments thereto.

Domestication. On (a) Subject to receipt of the Closing Date Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, ARYA Parent shall cause the Domestication to occur in accordance with Section 388 continue out of the DGCL Cayman Islands and Part XII into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger of Parent with and into a newly formed Delaware corporation pursuant to the Cayman Islands Companies Law and the applicable provisions of the DGCL, with such newly formed Delaware corporation becoming the surviving corporation in the merger, and subject to the receipt of the approval of the shareholders of Parent to the reincorporation merger terms, Parent shall adopt the newly formed Delaware corporation’s certificate of incorporation in form attached as Exhibit A hereto and the newly formed Delaware corporation’s bylaws in form attached as Exhibit B hereto, with such changes as may be agreed in writing by Parent and the Company (2020 Revisionthe “Domestication”). (b) Immediately prior to the effective time of the Domestication, every issued and outstanding Parent Unit shall separate into each’s individual components of one Parent Class A Ordinary Share, one-half of one Parent Warrant and one Parent Right, and all Parent Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. In connection with the Domestication, : (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication Parent Class A Ordinary Share shall become convert automatically into one share of common stock, par value $0.0001 per share, of ARYA, Parent; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, Parent; (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated Parent Warrant shall convert automatically into the underlying ARYA Class A Shares and underlying ARYA Warrants prior one warrant to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to acquire one share of common stock, par value $0.0001 per share, of ARYAParent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Parent Right shall convert automatically into one right to acquire one-third tenth (1/10) of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price Parent upon the consummation of $11.50 per share on Parent’s initial business combination, pursuant to the terms and subject to of the conditions set forth in the Warrant AgreementParent Rights Agreement (“Domesticated Parent Right”).

Domestication. On the Closing Date prior to the Effective Time, ARYA Purchaser shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision)Act. In connection with the Domestication, (i) each ARYA Purchaser Class A Share and each ARYA Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication ((x) including, for the avoidance of doubt, any Purchaser Class A Ordinary Share issued pursuant to Section 2.1(c) and (y) excluding, for the avoidance of doubt, any Purchaser Class A Ordinary Share that is redeemed pursuant to Section 2.1(a)) shall become one share of common stock, par value $0.0001 per share, of ARYAPurchaser Class A Common Share, (ii) each ARYA Purchaser Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA Purchaser Class A Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA Purchaser shall become be amended and restated such that the certificate of incorporation, substantially incorporation of Purchaser shall be in a form reasonably acceptable to Purchaser and the Company such that the certificate of incorporation of Purchaser complies with any requirements contained in the form attached hereto as Exhibit F Company’s current Governing Document (the “ARYA Purchaser Certificate of Incorporation”), and the bylaws, substantially bylaws of Purchaser shall be in a form reasonably acceptable to Purchaser and the form attached hereto as Exhibit G Company (the “ARYA Purchaser Bylaws”) ), and (iv) ARYAPurchaser’s name shall be changed to “Cerevel Therapeutics Btab Ecommerce Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Purchaser Certificate of Incorporation and the ARYA Purchaser Bylaws shall be appropriately adjusted revised so as not to give effect to implement any amendments to the Governing Documents of ARYA Purchaser contemplated by the ARYA Purchaser Certificate of Incorporation and the ARYA Purchaser Bylaws that are not adopted and approved by the Pre-Closing ARYA Purchaser Holders at the ARYA Purchaser Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA Purchaser that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and the Required Governing Document Proposals) and (B) in connection with clause clauses (i) and (ii), each issued and outstanding unit of ARYA Purchaser that has not been previously separated into the underlying ARYA Purchaser Class A Ordinary Shares and underlying ARYA Purchaser Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to (x) one share of common stock, par value $0.0001 per share, of ARYAPurchaser Class A Common Stock, and (y) one-third half of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA Purchaser Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On Subject to receipt of the Closing Date Required Parent Shareholder Approval, prior to the Effective Time, ARYA Parent shall cause the Domestication to occur 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 Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL DGCL, (ii) completing and Part XII making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Islands Companies Law Act, and (2020 Revision)iii) obtaining a certificate of de-registration from the Cayman Registrar. In connection with 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 shareholders of Parent, (iA) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to Class A ordinary share, $0.0001 par value, of Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Domestication shall become Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 0.0001, per share, share of ARYA, Parent (iia “Domesticated Parent Common Share”); (B) each ARYA Warrant that is then issued and outstanding immediately prior warrant of Parent (a “Parent Warrant”) will convert automatically into a warrant to the Domestication shallacquire one Domesticated Parent Common Share (a “Domesticated Parent Warrant”), from and after the Domestication, represent the right pursuant to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) ; and (ivC) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shallParent, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third comprised of one warrant Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit of Parent, with each such unit representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms Domesticated Parent Common Share and subject to the conditions set forth in the one Domesticated Parent Warrant Agreement(a “Domesticated Parent Unit”).

Domestication. On the Closing Date Date, prior to the First Effective Time, ARYA Plum shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act, including by (i) filing with the Delaware Secretary of State a certificate of corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Plum and the Company, together with the Post-Closing Certificate of Incorporation, (ii) making all filings and payments required to be made with the Registrar of Companies Law in the Cayman Islands in connection with the Domestication and (2020 Revision)iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. In connection 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 holder of the issued Plum Shares, Plum shall cause (i) each ARYA Plum Class A Share and each ARYA Plum Class B Share that is issued and outstanding immediately prior to the Domestication shall become to be converted automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of ARYAPlum (collectively, the “New Plum Common Shares”), (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall Plum to become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Post-Closing Certificate of Incorporation and the ARYA Bylaws shall Post-Closing Bylaws, and (iii) Plum’s name to be appropriately adjusted changed to give effect “Sakuu Holdings, Inc.” or such other name as mutually agreed to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation Plum and the ARYA Bylaws that are not adopted and approved by Company prior to obtaining approval of the Pre-Closing ARYA Holders at holder of the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Plum Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementPost-Closing Certificate of Incorporation. All references to Plum in this Agreement shall include Plum following the Domestication. Plum shall effect the Domestication in such a way that the representations and warranties of Plum set forth in Article VI remain true and correct, in compliance with all applicable Laws and in a matter so as to properly effectuate this Agreement and the Transaction. All filing fees, legal fees and other, costs and expenses for and in relation to the Domestication shall be borne solely by Plum.

Domestication. On the Closing Date Date, prior to the Effective Time, ARYA Pathfinder shall cause the Domestication to occur in accordance with Section 388 of the DGCL General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Law Act (2020 2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Pathfinder and the Company, together with the Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the DomesticationDomestication and, in the case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each ARYA Class A Share and each ARYA Class B Pathfinder Pre-Closing Share that is issued and outstanding immediately prior to the Domestication shall become to be converted into one share of common stock, par value $0.0001 per share, of ARYAPathfinder Share, (ii) each ARYA Pathfinder Warrant that is outstanding immediately prior to the Domestication shallto be automatically converted into, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementAgreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of ARYA shall Pathfinder to become the certificate of incorporationincorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “ARYA Certificate of IncorporationPathfinder Post-Closing Bylaws”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYAPathfinder’s name shall be changed to “Cerevel Therapeutics HoldingsServiceMax, Inc.”, provided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA Pathfinder that has not been previously separated into the underlying ARYA Pathfinder Class A Shares and underlying ARYA Pathfinder Warrants prior to the Domestication shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, Pathfinder Share and one-third fifth of one warrant representing Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the right to purchase one share Pathfinder Post-Closing Bylaws shall be the Governing Documents of common stockPathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, par value $0.0001 per sharerestated, of ARYA at an exercise price of $11.50 per share on supplemented or otherwise modified in accordance with the underlying terms thereof and subject to the conditions set forth in the Warrant Agreementapplicable Law.

Domestication. On (a) Subject to obtaining the Closing Date prior Acquiror Stockholders’ Approval, Acquiror shall take all actions necessary to the Effective Time, ARYA shall cause the Domestication to occur become effective in accordance with Section 388 the applicable provisions of the DGCL and the Companies Act, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, and (b) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under Part XII of the Cayman Islands Companies Law (2020 Revision). In Act in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. The effective time of the Domestication is referred to herein as the “Domestication Effective Time” and the date on which the Domestication Effective Time occurs is referred to herein as the “Domestication Date.” (b) In accordance with applicable Law, the Domestication shall provide that at the Domestication Effective Time, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder: (i) (A) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockAcquiror Class A Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one into a share of common stockDomesticated Acquiror Class A Common Stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iiiB) the Governing Documents transfer books of ARYA Acquiror shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”record such conversion; provided, however, that, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association (the “Redemption Price”); (ii) (A) each then issued and outstanding share of Acquiror Class F Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class F Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class F Common Stock shall cease to exist, other than the case of clause right to receive the Domesticated Acquiror Class F Common Stock in accordance with this Section 6.04(b)(ii); (iii)) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreements; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; (v) each authorized share of Acquiror Class B Common Stock shall continue to exist as Domesticated Acquiror Class B Common Stock in accordance with the Parties acknowledges and agrees that each of the ARYA Domestication Certificate of Incorporation and Incorporation; and (vi) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Domestication Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting Incorporation. (other than, for c) For the avoidance of doubt, the amendments any reference in this Agreement to the Governing Documents shares of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Acquiror Class A Shares Common Stock, Acquiror Class F Common Stock and underlying ARYA Warrants prior to Acquiror Class B Common Stock, collectively, for periods from and after the Domestication shallwill be deemed to include the shares of Domesticated Acquiror Class A Common Stock, for the avoidance of doubtDomesticated Acquiror Class F Common Stock and Domesticated Acquiror Class B Common Stock, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementrespectively.

Domestication. On the Closing Date Date, following the ACT Share Conversion but prior to the Effective TimeClosing, ARYA shall ACT shall, subject to the receipt of the Required ACT Shareholder Approval, cause the Domestication to occur become effective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law Act (2020 RevisionAs Revised). In , by (a) filing with the Delaware Secretary of State, (i) a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to ACT and the Company, and (ii) the Post-Closing ACT Certificate of Incorporation, and (b) completing and making all filings required to be made with the Registrar of Companies in the Cayman Islands to effect the Domestication and, in connection with (and as part of) the Domestication, (i) each ARYA Pre-Closing ACT Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication shall become convert automatically on an one-for-one share of common stock, par value $0.0001 per share, of ARYAbasis into one (1) Post-Closing ACT Class A Share, (ii) each ARYA Pre-Closing ACT Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA new Post-Closing ACT Class A Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementAgreement (collectively, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA BylawsPost-Closing ACT Warrants”) and (iviii) ARYAACT’s name shall be changed to “Cerevel Therapeutics Holdings, Opal Fuels Inc.”; provided, however, that, in connection with clauses (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposalsb)(i) and (B) in connection with clause (i) and (iib)(ii), each issued and outstanding unit of ARYA ACT Unit that has not been previously separated into the underlying ARYA Pre-Closing ACT Class A Shares and underlying ARYA Pre-Closing ACT Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one (1) share of common stock, par value $0.0001 per share, of ARYA, Post-Closing ACT Class A Shares and oneone Post-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share Closing ACT Warrant on the terms and subject to the conditions set forth in the Warrant Agreement, as applicable. ACT shall cause the Governing Documents of ACT to become (1) in connection with (and as part of) the Domestication, the certificate of incorporation, substantially in the form attached hereto as Exhibit D (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Certificate of Incorporation”), and (2) as soon as practicable following the Domestication, but prior to the Closing, the bylaws, substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Bylaws”). ACT shall cause the Domestication to be consummated in accordance with applicable Law. ACT and its Representatives shall give the Company and its Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with the Domestication and will consider, in good faith, any comments thereto.

Domestication. On Subject to receipt of the Closing Date Acquiror Shareholder Approvals, prior to the Effective Time, ARYA Acquiror shall cause the Domestication to occur become effective, including by (a) filing with the DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the certificate of incorporation of Acquiror in substantially the form attached as Exhibit A hereto, in each case, in accordance with Section 388 the provisions thereof and applicable Law, (b) adopting the bylaws in substantially the form attached as Exhibit B hereto, (c) causing the directors and officers set forth on ‎Section 7.6(a) of the DGCL Acquiror Disclosure Letter to be the directors and Part XII officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal, (d) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication as a matter of Cayman Islands law including a director's affidavit and undertaking, and notice of the special resolutions approving, inter alia, the de-registration of the Acquiror under the laws of the Cayman Islands Companies Law Islands, and (2020 Revision)e) requesting a certificate of de-registration from the Cayman Registrar. In connection 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 Acquiror, (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockAcquiror Class A Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into one (1) share of ARYA, Domesticated Acquiror Common Stock; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stockAcquiror Class B Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into one (1) share of ARYA at an exercise price of $11.50 per share on the terms Domesticated Acquiror Common Stock; (iii) each then issued and subject outstanding Acquiror Public Warrant shall convert automatically into one (1) Domesticated Acquiror Public Warrant, pursuant to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and ; (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated Acquiror Private Placement Warrant shall convert automatically into the underlying ARYA Class A Shares and underlying ARYA Warrants prior one (1) Domesticated Acquiror Private Placement Warrant, pursuant to the Domestication Warrant Agreement; and (v) each then issued and outstanding Acquiror Unit shall, for to the avoidance of doubt, be cancelled and will entitle extent not already split into underlying Domesticated Acquiror Common Stock Domesticated Acquiror Public Warrants by the holder thereof to thereof, convert automatically, into one (1) share of common stock, par value $0.0001 per share, of ARYA, Domesticated Acquiror Common Stock and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDomesticated Acquiror Public Warrant.

Domestication. On the Closing Date prior Prior to the Effective Time, ARYA shall cause subject to approval of the Domestication to occur Proposal, Parent shall have completed the Domestication in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision)applicable Law. In connection with the Domestication, (i) Parent shall file 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 Company Parties, (ii) Parent shall make all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication, (iii) Parent shall provide to the Company Parties a certificate duly executed by an authorized officer of Parent to the effect that Parent has complied with its obligations under clause (ii) above, (iv) each ARYA Parent Class A Share and each ARYA Parent Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stockNew Parent Class A Common Stock and one share of New Parent Class B Common Stock, par value $0.0001 per share, of ARYArespectively, (iiv) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after following the Domestication, represent the right to purchase one share all shares of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementNew Parent Class B Common Stock shall be converted into New Parent Class A Common Stock, (iiivi) the Governing Documents of ARYA Parent shall become be the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Parent Certificate of Incorporation”), Incorporation and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) Parent Bylaws and (ivvii) ARYAParent’s name shall be changed to “Cerevel Therapeutics HoldingsHyperfine, Inc.”; provided, however, that, (A) in the case of clause (iiivi), each of the Parties parties hereto hereby acknowledges and agrees that each of the ARYA Parent Certificate of Incorporation and the ARYA Parent Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA Parent contemplated by the ARYA Parent Certificate of Incorporation and the ARYA Parent Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders Parent Shareholders at the ARYA Parent Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA Parent that are contemplated by the Required Governing Document Proposals) ). At the Effective Time the Parent Certificate of Incorporation and (B) in connection with clause (i) and (ii)the Parent Bylaws shall each be amended to change the name of the Parent to “Hyperfine, each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.Inc.”

Domestication. On Subject to receipt of the Closing Date Acquiror Shareholder Approval, prior to the Effective Time, ARYA Acquiror shall cause the Domestication to occur become effective, including by (a) filing with the DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Domesticated Charter, in each case, in accordance with Section 388 the provisions thereof and applicable Law, (b) adopting the Domesticated Bylaws, (c) causing the directors and officers set forth on ‎Section 8.6(a) of the DGCL Acquiror Disclosure Letter to be the directors and Part XII officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal and (d) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands Companies Law (2020 Revision). In in connection with the Domestication. 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 Acquiror, (i) each ARYA then issued and outstanding Acquiror Class A Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) Surviving Pubco Class A Share; (ii) each then issued and outstanding Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (1) Surviving Pubco Class A Share; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into one (1) Surviving Pubco Public Warrant, pursuant to the Warrant Agreement; (iv) each then issued and outstanding Acquiror Private Placement Warrant shall convert automatically into one (1) Surviving Pubco Private Placement Warrant, pursuant to the Warrant Agreement; and (v) each then issued and outstanding Acquiror Unit shall, to the extent not already split into underlying Surviving Pubco Class A Shares and Surviving Pubco Public Warrants by the holder thereof, convert automatically, into one (1) Surviving Pubco Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third half of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementSurviving Pubco Public Warrant.

Domestication. On (a) After all of the Closing Date conditions set forth in Article X have been satisfied or, to the extent permitted by applicable Law, waived by the applicable Party or Parties entitled to the benefit thereof (other than the Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Closing), but no later than one day prior to the Effective TimeClosing Date, ARYA Acquiror shall cause change its jurisdiction of incorporation from the Domestication Cayman Islands to occur the State of Delaware by (i) deregistering as a Cayman Islands exempted company pursuant to and in accordance with Sections 206 through 209 of the Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to and in accordance with Section 388 of the DGCL (the “Domestication”). Acquiror will effect the Domestication by (A) filing all applicable notices, undertakings and Part XII other documents required to be filed, in form and substance reasonably satisfactory to the Company, paying all applicable fees required to paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Cayman Islands Companies Law Act and in accordance therewith and (2020 RevisionB) filing a certificate of corporate domestication, in form and substance reasonably acceptable to the Company (the “Certificate of Domestication”). In connection , and the Acquiror Delaware Charter simultaneously with the DomesticationDelaware Secretary of State in accordance with Section 388 of the DGCL. The Domestication shall become effective under the DGCL at the time the Certificate of Domestication and the Acquiror Delaware Charter are accepted for filing by the Delaware Secretary of State or at such later time as may be mutually agreed by the Company and Acquiror and specified in each of the Certificate of Domestication and the Acquiror Delaware Charter. The time at which the Domestication actually becomes effective under the DGCL is referred to herein as the “Domestication Effective Time”. (b) At the Domestication Effective Time, the Governing Documents of Acquiror shall be amended and restated such that (i) the Acquiror Delaware Charter shall be the certificate of incorporation of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the DGCL and (ii) the Acquiror Delaware Bylaws shall be the bylaws of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the applicable provisions thereof and of the Acquiror Delaware Charter and the DGCL. At the Merger Effective Time, the Acquiror Delaware Charter shall be amended to change Acquiror’s name to “Ginkgo Bioworks Holdings, Inc.” (c) At the Domestication Effective Time, by virtue of the Domestication and without any action on the part of any holder of Acquiror Cayman Shares, Acquiror Cayman Warrants or Acquiror Cayman Units, (i) each ARYA Class A Share and each ARYA Acquiror Cayman Class B Share that is issued and outstanding immediately prior to the Domestication shall become Effective Time will convert automatically, on a one-for-one share of common stockbasis, par value $0.0001 per share, of ARYAinto an Acquiror Cayman Class A Share, (ii) immediately following the conversion described in clause (i), each ARYA Acquiror Cayman Class A Share that is then issued and outstanding will convert automatically, on a one-for-one basis, into an Acquiror Delaware Class A Share, (iii) each Acquiror Cayman Warrant that is issued and outstanding immediately prior to the Domestication shallEffective Time will convert automatically, from on a one-for-one basis, into an Acquiror Delaware Warrant, pursuant to and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in accordance with the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees Acquiror Cayman Unit that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each is issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants immediately prior to the Domestication shall, for the avoidance of doubt, be cancelled and Effective Time will entitle the holder thereof to convert automatically into one share of common stock, par value $0.0001 per share, of ARYA, Acquiror Delaware Class A Share and one-third fifth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementAcquiror Delaware Warrant.

Domestication. On Subject to receipt of the Closing Date Acquiror Shareholder Approval, prior to the Effective TimeTime and no later than the day prior to the Closing Date, ARYA Acquiror shall cause the Domestication to occur become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form attached as Exhibit A to this Agreement and Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with Section 388 of the DGCL provisions thereof and Part XII of applicable Law and (b) completing and making and procuring all those filings required to be made with the Cayman Islands Companies Law (2020 Revision). In Registrar in connection with the Domestication. 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 Acquiror Shareholder, (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockAcquiror Class A Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into a share of ARYA, Delaware Acquiror Common Stock; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stockAcquiror Class B Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into a share of ARYA at an exercise price of $11.50 per share on Delaware Acquiror Common Stock (the terms and “Sponsor Share Conversion”), subject to the conditions vesting provisions set forth in the Warrant Agreement, Sponsor Agreement with respect to shares owned by Sponsor; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Delaware Acquiror Warrant, pursuant to the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) Warrant Agreement; and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated Cayman Acquiror Unit shall separate automatically into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one a share of common stockDelaware Acquiror Common Stock, par value $0.0001 per share, of ARYAon a one-for-one basis, and one-third fifth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDelaware Acquiror Warrant.

Domestication. On Subject to receipt of the Closing Date Parent Shareholder Approval, prior to the Effective TimeClosing, ARYA Parent shall cause the Domestication to occur become effective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act, including by (a) filing with the Delaware Secretary of State a Certificate of Corporate Domestication with respect to the Domestication, together with the Post-Closing Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and the DGCL, (b) completing and making and procuring all Parent Domestication Documents and (c) obtaining a certificate of de-registration from the Registrar of Companies Law of the Cayman Islands. In accordance with applicable Law, pursuant to and by virtue of the Domestication at the effective time of the Domestication and without any action on the part of any Parent shareholder, (2020 Revision)i) each share of Parent Class A Common Stock and each share of Parent Class B Common Stock, each authorized pursuant to the Parent MAA and outstanding immediately prior to the effective time of the Domestication, shall be converted into one (1) share of New Parent Common Stock and (ii) the governing documents of Parent shall be the Post-Closing Parent Certificate of Incorporation and the Post-Closing Parent Bylaws until thereafter amended in accordance with the provisions thereof and the DGCL. In connection with the Domestication, (i) each ARYA Class A Share in accordance with applicable Law and each ARYA Class B Share that is issued and outstanding immediately prior pursuant to the Domestication shall become one share of common stockapplicable Warrant Agreement, par value $0.0001 per share, of ARYA, (ii) each ARYA Parent Warrant that is outstanding immediately prior at the time of the Domestication and exercisable for one share of Parent Class A Common Stock shall convert automatically into a warrant exercisable for one share of New Parent Common Stock. The Company will reasonably cooperate with Parent with respect to the Domestication shallDomestication. This Agreement shall constitute a “plan of domestication” within the meaning of Section 388 of the DGCL such that, among other things, any corporate action to be taken by Parent from and after the Domestication, represent effective time of the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions Domestication that is set forth in herein shall be deemed authorized, adopted and approved, as applicable, by the Warrant AgreementParent Board and Parent Shareholders, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”)applicable, and shall not require any further action by such board of directors or stockholders under the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDGCL.

Domestication. On (a) Subject to receipt of the Closing Date Parent Shareholder Approval, on the day that is at least one Business Day prior to the Effective TimeClosing Date, ARYA Parent shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII of the Cayman Companies Act, 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 Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under the Cayman Companies Law (2020 Revision). In Act, including Section 206 thereof, in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. (b) In accordance with applicable Law, 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 Parent Shareholder: (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication Parent Class A Ordinary Share shall become convert automatically into one share of common stock, par value $0.0001 per share, of ARYA, Parent; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, Parent; (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, Parent Warrant shall become exercisable for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYAParent (“Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and one-third of one warrant representing the right to purchase (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of common stock, par value $0.0001 per share, of ARYA at an exercise price Parent and one-half of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementone Domesticated Parent Warrant.

Domestication. On the Closing Date prior (a) Prior to the Effective Timeconsummation of the Transactions, ARYA and subject to the Supermajority Acquiror Shareholder Approval, Acquiror shall cause continue and domesticate to the Domestication to occur State of Delaware and become a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Companies Act by (i) filing a certificate of corporate domestication with respect to the Domestication and the Acquiror Charter with the Secretary of State of the State of Delaware, (ii) completing, making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies Law in connection with the Domestication and (2020 Revision)iii) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies. In connection with the Domestication, Acquiror shall cause to be adopted as Acquiror’s initial certificate of incorporation the Acquiror Charter. Following the consummation of the Domestication and prior to the Closing, Acquiror shall cause to be adopted the Acquiror Bylaws. Acquiror shall effect the Domestication in such a way that the representations and warranties of the Acquiror Parties set forth in Article V remain true and correct, in compliance with all applicable Laws and in a matter so as to properly effectuate the purposes of this Agreement. (b) 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 Acquiror Shareholder, (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockPre-Domestication Acquiror Ordinary Shares shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into a share of ARYA, Acquiror Common Stock (as part of its domestication as a corporation incorporated in the State of Delaware); (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stockPre-Domestication Acquiror Class B Shares shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into a share of ARYA at Acquiror Common Stock (as part of its domestication as a corporation incorporated in the State of Delaware); (iii) each then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into an exercise price of $11.50 per share on the terms and subject Acquiror Warrant, pursuant to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) ; and (iv) ARYAAcquiror’s name shall be changed to “Cerevel Therapeutics ZeroFox Holdings, Inc.”; provided, however, that, (A) ” or such other name as determined by ZF and IDX in the case of clause (iii), each their discretion prior to obtaining approval of the Parties acknowledges shareholders of Acquiror and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementAcquiror Charter.

Domestication. On Subject to receipt of the Closing Date DAAQ Shareholder Approvals, at least one day prior to the Effective TimeClosing, ARYA DAAQ shall cause the Domestication to occur in accordance with Section 388 10.101-10.156 of the DGCL TBOC and Part XII Section 206 of the Cayman Islands Companies Law Act. Immediately prior to the Domestication (2020 Revisioni) in accordance with the Sponsor Support Agreement, each DAAQ Class B Share then issued and outstanding shall convert automatically, on a one-for-one basis, into a DAAQ Class A Share in accordance with the terms of the Sponsor Support Agreement and (ii) to the extent any DAAQ Units remain outstanding and unseparated, the DAAQ Units shall be separated into one DAAQ Class A Share and one-half of one DAAQ Warrant (the “DAAQ Unit Separation”). In connection with the Domestication, (i) DAAQ shall complete, make and procure all those filings required to be made with the Cayman Registrar in connection with the Domestication, and file 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 ARYA Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to case, under Section 206 of the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYACayman Companies Act, (ii) DAAQ shall obtain a certificate of de-registration from the Cayman Registrar, (iii) DAAQ shall file with the Texas Secretary of State a Certificate of Conversion and a Certificate of Formation with respect to the Domestication, in form and substance reasonably acceptable to the Company, (iv) each ARYA DAAQ Class A Share then issued and outstanding shall become one PubCo Share, (v) each DAAQ Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA PubCo Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iiivi) the Governing Documents of ARYA DAAQ shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F D (the “ARYA PubCo Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G E (the “ARYA PubCo Bylaws”) ), of PubCo and (ivvii) ARYADAAQ’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.OGB Financial Company”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. On the Closing Date At least one day prior to the Effective TimeClosing Date, ARYA CGC shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII Twelve of the Cayman Islands Companies Law Act (2020 2025 Revision), including by filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to CGC and the Company, together with the CGC Certificate of Incorporation and completing and making all filings required to be made with the Cayman Registrar to effect the Domestication. In connection with (and as part of) the Domestication, CGC shall cause (i) each ARYA CGC Class A Share and each ARYA CGC Class B Share that is issued and outstanding immediately prior to the Domestication shall become to be converted into one share of common stockCGC Series A Common Stock, par value $0.0001 0.00001 per share, share of ARYACGC, (ii) each ARYA Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA shall CGC to become the certificate of incorporation, substantially in the form attached hereto as Exhibit F E (with such changes as may be agreed in writing by CGC and the Company, the “ARYA CGC Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G F (with such changes as may be agreed in writing by CGC and the Company, the “ARYA CGC Bylaws”) and (iviii) ARYACGC’s name shall to be changed to “Cerevel Therapeutics Factorial Holdings, Inc.”; provided, however, that, (A) that in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA CGC Certificate of Incorporation and the ARYA CGC Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA CGC contemplated by the ARYA CGC Certificate of Incorporation and the ARYA CGC Bylaws that are not adopted and approved by the Pre-Closing ARYA CGC Holders at the ARYA CGC Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA CGC that are contemplated by the Required Governing Document Proposals) ). CGC and (B) its Representatives shall give the Company and its pertinent Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with clause (i) the Domestication and (ii)will consider, each issued in good faith, any comments thereto. Following the consummation of the Domestication and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shallClosing, for the avoidance board of doubt, directors of CGC will resolve to ratify and approve such matters as may be cancelled required to effect the transactions contemplated by this Agreement and will entitle any such other matters as the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, Company and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementCGC may mutually agree.

Domestication. On the Closing Date At (or prior to to) the Effective Time, ARYA (i) Parent shall cause attend to and effect all filings, including with the Domestication Registrar of Companies in the Cayman Islands, as required under the Companies Law to occur effect the Domestication, (ii) Parent shall duly execute and file a certificate of corporate domestication with the Office of the Secretary of State of the State of Delaware, (iii) Parent shall duly execute and file a certificate of incorporation with the Secretary of State of the State of Delaware identical to the certificate of incorporation attached hereto as Exhibit Q (the “Surviving Pubco Charter”), which shall be the certificate of incorporation of the Surviving Pubco until thereafter amended in accordance with Section 388 the DGCL and as provided in such certificate of incorporation, (iv) the Surviving Pubco shall adopt bylaws identical to the bylaws attached hereto as Exhibit R (the “Surviving Pubco Bylaws”), which shall be the bylaws of the Surviving Pubco until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Pubco and as provided in such bylaws and (v) Parent shall take any other action reasonably necessary to consummate the Domestication in accordance with the applicable provisions of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision)Law, in each case such that the Domestication shall become effective at the Effective Time. In connection Any reference in this Agreement to Parent or Parent Class A Shares and Parent Class B Shares, collectively, for periods from and after the Domestication will be deemed to include Surviving Pubco and the Surviving Pubco Class A Shares, respectively. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur simultaneously with the DomesticationMerger; provided, (i) each ARYA Class A Share and each ARYA Class B Share that is issued and outstanding that, to the extent permitted by applicable Law, the parties agree for Tax purposes only to treat the Domestication as occurring immediately prior to the Merger. For the avoidance of doubt, any reference in this Agreement to Surviving Pubco for periods prior to the Domestication shall become one share of common stock, par value $0.0001 per share, of ARYA, (ii) each ARYA Warrant that is outstanding immediately prior include Parent and any reference in this Agreement to the Domestication shall, Parent for periods from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of ARYA Domestication shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementinclude Surviving Pubco.

Domestication. On Prior to the Closing Date prior to the Effective Timeand following Acquiror shareholders’ exercise of their Redemption Rights, ARYA Acquiror shall cause the Domestication to occur in accordance with Section 388 of the DGCL and Part XII Section 206 of the Companies Act, including by filing with the Delaware Secretary of State a Certificate of Domestication in form and substance reasonably satisfactory to the parties hereto (the “Certificate of Domestication”) and the Acquiror Certificate of Incorporation, completing and making all filings required to be made with the Cayman Islands Companies Law (2020 Revision)Registrar to effect the Domestication, obtaining a certificate of de-registration from the Cayman Registrar and taking any other actions necessary in connection therewith. In connection with (and as part of) the Domestication, Acquiror shall cause (i) each ARYA Acquiror Class A Ordinary Share and each ARYA Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication shall become to be converted into one share of common stock, par value $0.0001 per share, of ARYAAcquiror Common Stock, (ii) each ARYA Acquiror Warrant that is issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase be converted into one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDomesticated Acquiror Warrant, (iii) the Governing Documents of ARYA shall become the certificate of incorporationeach Acquiror Unit to be converted into one Domesticated Acquiror Unit, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), with each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to Domesticated Acquiror Unit representing one share of common stock, par value $0.0001 per share, of ARYA, Acquiror Common Stock and one-third of one warrant representing Domesticated Acquiror Warrant, (iv) the right Acquiror Organizational Documents to purchase one share become the Acquiror Certificate of common stockIncorporation and the Acquiror Bylaws and (v) Acquiror’s name to be changed to “Brand Engagement Network Inc.”, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth provided that if such name is not available in the Warrant State of Delaware or Acquiror is otherwise unable to change its name to “Brand Engagement Network Inc.” in the State of Delaware, Acquiror shall cause its name to be changed to such other name mutually agreed to by Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, certificates or filings in connection with the Domestication and will consider, in good faith, any comments thereto.

Domestication. On Subject to receipt of the Closing Date Acquiror Stockholder Approval, prior to the First Effective Time, ARYA Acquiror shall cause the Domestication to occur become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form attached hereto as Exhibit D-1, in each case, in accordance with Section 388 the provisions thereof and the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of the DGCL and Part XII Companies of the Cayman Islands Companies under Cayman Law (2020 Revision). In in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman Islands. Immediately prior to the First Effective Time, Acquiror shall cause the bylaws of Acquiror to be in the form attached hereto as Exhibit D-2 until thereafter amended in accordance with the provisions thereof, the certificate of incorporation of Acquiror and the DGCL. In accordance with the Applicable Organization 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 Acquiror Stockholder, (i) each ARYA Class A Share and each ARYA Class B Share that is issued and ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall become be converted into one share of common stock, par value $0.0001 per share, of ARYA, Acquiror and (ii) each ARYA Warrant that is Class B ordinary share of Acquiror outstanding immediately prior to the effective time of the Domestication shall, from and after the Domestication, represent the right to purchase one share shall be converted into a number of shares of common stock, par value $0.0001 per share, of ARYA at an exercise price Acquiror that such Class B ordinary share would have converted into pursuant to Article 4.2 of $11.50 per share Acquiror’s memorandum and articles of association on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents first Business Day following consummation of ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”) and (iv) ARYA’s name shall be changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each issued and outstanding unit of ARYA that has not been previously separated into the underlying ARYA Class A Shares and underlying ARYA Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one share of common stock, par value $0.0001 per share, of ARYA, and one-third of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreementa Business Combination.

Domestication. On Subject to receipt of the Closing Date Acquiror Shareholder Approval, prior to the First Effective TimeTime and no later than one (1) Business Day prior to the Closing Date, ARYA Acquiror shall cause the Domestication to occur become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in the form attached as Exhibit A to this Agreement (the "Domesticated Acquiror Certificate of Incorporation") (with such changes as may be agreed in writing by the Acquiror and the Company), in each case, in accordance with Section 388 of the DGCL provisions thereof and Part XII of applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Islands Companies Law (2020 Revision). In Registrar in connection with the Domestication, (c) obtaining a certificate of de-registration from the Cayman Registrar and (d) adopting the Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by the Acquiror and the Company). 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 Acquiror Shareholder, (i) each ARYA Class A Share and each ARYA Class B Share that is then issued and outstanding immediately prior to the Domestication shall become one share of common stockAcquiror Class A Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into a share of ARYA, Domesticated Acquiror Class A Common Stock; (ii) each ARYA Warrant that is then issued and outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stockAcquiror Class B Common Stock shall convert automatically, par value $0.0001 per shareon a one-for-one basis, into a share of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, Domesticated Acquiror Class A Common Stock; (iii) the Governing Documents terms of ARYA the Acquiror Class B Common Stock shall become the certificate be modified to, among other things, provide that each share of incorporation, substantially in the form attached hereto as Exhibit F Acquiror Class B Common Stock shall carry three (the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit G (the “ARYA Bylaws”3) and votes; (iv) ARYA’s name the Domesticated Acquiror Class C Common Stock shall be changed created and a sufficient number of shares thereof authorized to “Cerevel Therapeutics Holdings, Inc.”; provided, however, thateffect the transactions contemplated hereby and under the Ancillary Agreements, (Av) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall be appropriately adjusted to give effect to any amendments to the Governing Documents of ARYA contemplated by the ARYA Certificate of Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in connection with clause (i) and (ii), each then issued and outstanding unit warrant of ARYA that has not been previously separated Acquiror shall convert automatically into the underlying ARYA Class A Shares and underlying ARYA Warrants prior a Domesticated Acquiror Warrant, pursuant to the Domestication shall, for the avoidance of doubt, be cancelled Warrant Agreement; and will entitle the holder thereof to (vi) each then issued and outstanding Cayman Acquiror Unit shall separate automatically into one share of common stock, par value $0.0001 per share, of ARYA, Domesticated Acquiror Class A Common Stock and one-third quarter of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of ARYA at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant AgreementDomesticated Acquiror Warrant.