Common use of Domestication Clause in Contracts

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to 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 Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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, (A) each then issued and outstanding 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 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, per share 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 Parent, 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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of On the Required Parent Shareholder ApprovalClosing Date, prior to the Effective TimeClosing, Parent ARYA shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision), including by filing (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent ARYA and the Company (the “Certificate of Domestication”)Company, together with the Parent ARYA Post-Closing Certificate of Incorporation, in each case, in accordance with the provisions thereof Incorporation 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 in connection with the Domestication. In connection with (the “Cayman Registrar”and as part of) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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, ARYA shall cause (Ai) each then ARYA Class A Share and each ARYA Class B Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, Domestication to be converted into one share of Class A common stock, par value $0.00010.0001 per share, per share 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 Parent, 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 RegulationsARYA, (ii) agrees the Governing Documents of ARYA to file become the certificate of incorporation, substantially in the form attached hereto as Exhibit G (with such changes as may be agreed in writing by ARYA and retain Amber GT Parent, the “ARYA Post-Closing Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit H (with such information changes as shall may be required under Section 1.368agreed in writing by ARYA and Amber GT Parent, the “ARYA Post-3 of the United States Treasury Regulations with respect to the DomesticationClosing Bylaws”), and (iii) agrees ARYA’s name to file all Tax and other informational returns on a basis consistent with such characterizationbe changed to “Caritas Therapeutics, 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 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 effectInc.”; provided that, if anysuch name is not available in Delaware or ARYA is otherwise unable to change its name to “Caritas Therapeutics, that any transaction consummated on, after or prior Inc.,” it shall cause its name to the Domestication has or may have on any change to such reorganization status. Each of the parties acknowledges other name mutually agreed to by ARYA and agrees that each Amber GT Parent (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined such agreement not to qualify as a reorganization under Section 368 of the Codebe unreasonably withheld, conditioned or delayed by either ARYA or Amber GT Parent).

Domestication. (a) Subject to receipt of On the Required Parent Shareholder Approval, Closing Date prior to the Effective Time, Parent ARYA shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, occur in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing DGCL and making and procuring all those filings required to be made with the Registrar Part XII of Companies in the Cayman Islands Companies Law (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar2020 Revision). The Certificate of Domestication shall provide that at the effective time of In connection with the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of Parent, (Ai) each then ARYA Class A Share and each ARYA Class B Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into Domestication shall become one share of common stock, par value $0.00010.0001 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 Parent ARYA shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit F (a the “Domesticated Parent Common ShareARYA 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) each then issued in connection with clause (i) 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”ii), pursuant to the Warrant Agreement; and (C) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share ARYA that has not been previously separated into the underlying ARYA Class A Shares 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) 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 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 underlying ARYA Warrants prior to the Domestication has or may have 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 any such reorganization status. Each of the parties acknowledges terms and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect subject to the transactions contemplated by this conditions set forth in the Warrant Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Acquiror Shareholder Approval, prior to the First Effective Time, Parent Acquiror shall use its reasonable best efforts to take all actions necessary to cause the Domestication to become effectiveeffective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Domestication Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable 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 in connection with the Domestication. (b) In accordance with applicable Law, the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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, Acquiror shareholder: (i) (A) each then issued and outstanding Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Share shall convert automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Common Stock, par value $0.0001, per share of Parent (a “Domesticated Parent Common Share”); and (B) the transfer books of Acquiror shall record such conversion; provided, however, that 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) each then issued and outstanding warrant Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Parent Domesticated Acquiror Common Stock, and (a “Parent Warrant”B) will the transfer books of Acquiror shall record such conversion; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Acquiror Warrant”), pursuant to the Warrant Agreement; and ; (Civ) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), Acquiror Unit shall convert automatically into a unit Domesticated Acquiror Unit; and (v) each authorized Acquiror Preference Share shall continue to exist as a share of Parent, preferred stock of Acquiror in accordance with each such unit representing one Domesticated Parent Common Share and one Domesticated Parent Warrant (a “Domesticated Parent Unit”)the Domestication Certificate of Incorporation. (bc) 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) 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 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 effectwill occur, if anyand will be completed, that any transaction consummated on, after or immediately prior to (but no later than the Domestication has or may have on any such reorganization status. Each of day preceding) the parties acknowledges Closing Date for Tax and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeall other purposes.

Domestication. (a) Subject to prior receipt of the Required Parent Shareholder Approval, on the Closing Date prior to the Effective TimeClosing, Parent SPAC shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act. In connection with the Domestication, including by (i) filing with each SPAC Class A Share that is issued and outstanding immediately prior to the Secretary Domestication ((x) including, for the avoidance of State 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 SPAC Class A Common Stock, (ii) each SPAC Warrant that is outstanding immediately prior to the State of Delaware a certificate of domestication with respect to Domestication shall, from and after the Domestication, represent the right to purchase one share of 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 form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each caseSPAC Warrant Agreement, in accordance with the provisions thereof and Section 388 terms of the DGCLapplicable SPAC Warrant, (iiiii) completing the Organizational Documents of SPAC shall be amended and making and procuring all those filings required to restated such that the certificate of incorporation of SPAC shall be made with the Registrar of Companies substantially in the Cayman Islands form attached hereto as Exhibit F (the “Cayman RegistrarSPAC Certificate of Incorporation”) under Section 206 ), and the bylaws of SPAC shall be substantially in the Cayman Companies Actform attached hereto as Exhibit G (the “SPAC Bylaws”), and (iiiv) obtaining SPAC’s name shall be changed to a certificate of de-registration from name mutually agreed to by SPAC and the Cayman Registrar. The Certificate of Domestication shall provide Company (provided, that at in the effective time of the event that this Agreement is terminated in accordance with Section 9.01 after Domestication, by virtue of but prior to the DomesticationClosing, and without the SPAC will promptly after termination change its name to a name that does not use the name “Sunergy” or any action on the part of any shareholders of Parentsimilar name (if applicable)); provided, however, that, (A) each then issued and outstanding Class A ordinary share, $0.0001 par value, in the case of Parent clause (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 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, per share 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”iii), pursuant to the Warrant Agreement; and (C) each then issued and outstanding unit of Parent, 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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had of the opportunity SPAC Certificate of Incorporation and the SPAC Bylaws shall be appropriately revised so as not to obtain independent legal and tax advice with respect implement any amendments to the transactions Organizational Documents of SPAC contemplated by this Agreement, the SPAC Certificate of Incorporation and the SPAC Bylaws that are not adopted and approved by the shareholders of SPAC at the SPAC Shareholders’ Meeting and (B) is responsible for any adverse Tax consequences in connection with clauses (i) and (iii), each issued and outstanding SPAC Unit that may result if has not been previously separated into the underlying SPAC Class A Shares and underlying SPAC Public Warrants prior to the Domestication is determined not shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to qualify as a reorganization under Section 368 (x) one share of SPAC Class A Common Stock and (y) one-half of one warrant representing the Coderight to purchase one share of 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. (a) Subject to receipt of the Required Parent Shareholder Approval, prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (ia) filing with the Delaware 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 parties (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 DGCLDGCL Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of under the Companies in the Cayman Islands Law (2018 Revision) (the “Cayman Registrar”) under Section 206 of in connection with the Cayman Companies ActDomestication, and (iiic) 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 Parent, (Ai) each then issued and outstanding 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 Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into one a share of common stock, stock par value $0.0001, per share of Parent (a “Domesticated Parent Common Share”); (Bii) 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 (Civ) each then issued and outstanding unit of Parent, Parent comprised of one Parent Ordinary Share and one Share, one-half of a 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-half of 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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges acknowledge and agrees agree that each (Ai) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (Bii) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of obtaining the Required Parent Shareholder Acquiror Stockholders’ Approval, prior to the Effective Time, Parent Acquiror shall take all actions necessary to cause the Domestication to become effectiveeffective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Certificate of IncorporationIncorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (ii) completing and making and procuring all those filings required to be made made, including with the Registrar of Companies in the Cayman Islands (Islands, as required under the “Cayman Registrar”) under Section 206 of Companies Act in connection with the Cayman Companies ActDomestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Registrar. The Certificate of 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 shareholders of ParentAcquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Common Stock shall convert automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Common Stock, par value $0.0001, per share of Parent (a “Domesticated Parent Common Share”); and (B) the transfer books of Acquiror shall record such conversion; provided, however, 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 warrant share of Parent (Acquiror Class B Common Stock shall convert automatically, on a “Parent Warrant”) will convert automatically one-for-one basis, into a warrant to acquire one share of Domesticated Parent Acquiror Common Share Stock, (a “Domesticated Parent Warrant”), pursuant to B) the Warrant Agreement; 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 right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Acquiror Warrant (a “Parent Unit”), shall convert automatically into a unit 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 Parent, Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with each such unit representing one Domesticated Parent Common Share and one Domesticated Parent Warrant (a “Domesticated Parent Unit”)the Domestication Certificate of Incorporation. (bc) For U.S. federal income tax purposesthe 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 Domestication is intended will be deemed to constitute a “reorganization” within include the meaning shares 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) 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 1313Domesticated Acquiror Common Stock. 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 will occur immediately prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges Mergers for Tax and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeall other purposes.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Parent shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate Certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”)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, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) under Section 206 of in connection with the Cayman Companies ActDomestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The . (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 shareholders of Parent, Parent Shareholder: (Ai) each then issued and outstanding Parent 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 Class A Shares, each, a “Parent Ordinary Share”) will Share shall convert automatically, on a one-for-one basis, automatically into one share of common stock, par value $0.0001US$0.0001 per share, per share of Parent (a “Domesticated Parent Common Share”)Parent; (Bii) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will Class B Ordinary Share shall convert automatically into a one share of common stock, par value US$0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one Domesticated share of common stock, par value US$0.0001 per share, of Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (Civ) each then issued and outstanding unit Parent Unit shall separate and convert automatically into one share of common stock, par value US$0.0001 per share, of Parent, comprised one-half 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”)Warrant. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Acquiror Shareholder Approval, prior to the Effective TimeTime and no later than the day prior to the Closing Date, Parent Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Certificate of IncorporationIncorporation 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 the provisions thereof and Section 388 of the DGCL, applicable Law and (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in connection with the Cayman Islands (Domestication. In accordance with applicable Law, the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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 ParentAcquiror Shareholder, (Ai) each then issued and outstanding share of Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Common Stock shall convert automatically, on a one-for-one basis, into one a share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Delaware Acquiror Common Share”)Stock; (Bii) each then issued and outstanding warrant share of Parent Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Delaware Acquiror Common Stock (a the “Parent WarrantSponsor Share Conversion”), subject to the vesting provisions set forth in the Sponsor Agreement with respect to shares owned by Sponsor; (iii) will each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Delaware Acquiror Warrant”), pursuant to the Warrant Agreement; and (Civ) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), Cayman Acquiror Unit shall convert separate automatically into a unit share of ParentDelaware Acquiror Common Stock, with each such unit representing on a one-for-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) 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 Domesticationbasis, 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 one-fifth 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeone Delaware Acquiror Warrant.

Domestication. (a) Subject to receipt of the Required Parent SPAC Shareholder Approval, prior to the Effective Time, Parent SPAC shall cause the Domestication to become effective, including by (ia) filing with the Delaware 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 and SPAC (the “Certificate of Domestication”), together with the Parent SPAC Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of under the Companies in the Cayman Islands Act (20121 Revision) (the “Cayman Registrar”) under Section 206 of in connection with the Cayman Companies ActDomestication, and (iiic) 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 ParentSPAC, (Ai) each then issued and outstanding SPAC Class A ordinary share, $0.0001 par value, of Parent Ordinary Share and SPAC Class B Ordinary Share (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 Class A Shares, each, a “Parent SPAC Ordinary Share”) will convert automatically, on a one-for-one basis, into one share a shares of common stock, Class A Common Stock par value $0.0001 and Class B Common Stock par value $0.0001, per share of Parent respectively, (a the “Domesticated Parent SPAC Common ShareStock”); (Bii) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will SPAC Warrant shall convert automatically into a warrant to acquire one purchase shares of Domesticated Parent SPAC Common Share Stock (a “Domesticated Parent SPAC Warrant”), pursuant to the Warrant Agreement; and (Ciii) each then issued and outstanding unit SPAC Right shall convert automatically into a right to receive shares of Parent, comprised of one Parent Ordinary Share and one Parent Warrant Domesticated SPAC Common Stock (a “Parent UnitDomesticated SPAC Right”), and (iv) each then issued and outstanding SPAC Unit shall convert automatically into a unit of ParentSPAC, with each such unit representing one share of Domesticated Parent SPAC Common Share Stock, one Domesticated SPAC Warrant and one Domesticated Parent Warrant SPAC Right (a “Domesticated Parent 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. Parent 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 Code Section 13131313 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 has or may have on any such reorganization status. Each of the parties acknowledges acknowledge and agrees agree that each (Ai) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (Bii) is responsible for or any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt After all of the Required Parent Shareholder Approvalconditions 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, Parent Acquiror shall cause change its jurisdiction of incorporation from the Domestication Cayman Islands to become effective, including the State of Delaware by (i) filing deregistering as a Cayman Islands exempted company pursuant to and in accordance with the Secretary of State Sections 206 through 209 of the State Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to and in accordance with Section 388 of Delaware the DGCL (the “Domestication”). Acquiror will effect the Domestication by (A) filing all applicable notices, undertakings and 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 Companies Act and in accordance therewith and (B) filing a certificate of domestication with respect to the Domesticationcorporate domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together and the Acquiror Delaware Charter simultaneously with the Parent Certificate Delaware Secretary of Incorporation, in each case, State in accordance with the provisions thereof and 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) completing and making and procuring all those filings required to the Acquiror Delaware Bylaws shall be made the bylaws of Acquiror until thereafter amended, restated, supplemented or otherwise modified in accordance with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 206 applicable provisions thereof and of the Cayman Companies ActAcquiror Delaware Charter and the DGCL. At the Merger Effective Time, and the Acquiror Delaware Charter shall be amended to change Acquiror’s name to “Ginkgo Bioworks Holdings, Inc.” (iiic) obtaining a certificate of de-registration from At the Cayman Registrar. The Certificate of Domestication shall provide that at the effective time of the DomesticationEffective Time, by virtue of the Domestication, Domestication and without any action on the part of any shareholders holder of ParentAcquiror Cayman Shares, Acquiror Cayman Warrants or Acquiror Cayman Units, (Ai) each then Acquiror Cayman Class B Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) Domestication Effective Time will convert automatically, on a one-for-one basis, into one share of common stockan Acquiror Cayman Class A Share, par value $0.0001(ii) immediately following the conversion described in clause (i), per share of Parent (a “Domesticated Parent Common Share”); (B) each Acquiror Cayman Class A Share that is then issued and outstanding warrant of Parent 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 Effective Time will convert automatically, on a “Parent one-for-one basis, into an Acquiror Delaware Warrant”, pursuant to and in accordance with the Warrant Agreement, and (iv) each Acquiror Cayman Unit that is issued and outstanding immediately prior to the Domestication Effective Time will convert automatically into a warrant to acquire one Domesticated Parent Common Acquiror Delaware Class A Share (a “Domesticated Parent Warrant”), pursuant to the Warrant Agreement; and (C) each then issued and outstanding unit of Parent, comprised one-fifth 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”)Acquiror Delaware Warrant. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of On the Required Parent Shareholder ApprovalClosing Date, prior to the First Effective Time, Parent Plum shall cause the Domestication to become effectiveoccur 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 of the State of Delaware a certificate of corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Plum and the Company (the “Certificate of Domestication”)Company, together with the Parent Post-Closing Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing making all filings and making and procuring all those filings payments required to be made with the Registrar of Companies in the Cayman Islands (in connection with the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, Domestication and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman RegistrarIslands. The Certificate of 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 shareholders holder of Parentthe issued Plum Shares, Plum shall cause (Ai) each then Plum Class A Share and each Plum Class B Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert Domestication to be converted automatically, on a one-for-one basis, into one a share of Class A common stock, par value $0.00010.0001 per share, per share of Parent Plum (a collectively, the “Domesticated Parent New Plum Common ShareShares”); (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 Parent, 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) agrees the Governing Documents of Plum to file become the Post-Closing Certificate of Incorporation and retain such information as shall be required under Section 1.368the Post-3 of the United States Treasury Regulations with respect to the DomesticationClosing Bylaws, and (iii) agrees Plum’s name to file all Tax be changed to “Sakuu Holdings, Inc.” or such other name as mutually agreed to by Plum and other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the meaning Company prior to obtaining approval of Code Section 1313the holder of the issued Plum Shares and set forth in the Post-Closing Certificate of Incorporation. Notwithstanding the foregoing or anything else All references to the contrary contained Plum in this AgreementAgreement 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, the parties acknowledge in compliance with all applicable Laws and agree that no party is making any representation or warranty in a matter so as to properly effectuate this Agreement and the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effectTransaction. All filing fees, if anylegal fees and other, that any transaction consummated on, after or prior costs and expenses for and in relation to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated shall be borne solely by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the CodePlum.

Domestication. (a) Subject to receipt of On the Required Parent Shareholder Approval, Closing Date prior to the Effective Time, Parent Dragoneer shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, occur in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing DGCL and making and procuring all those filings required to be made with the Registrar Part XII of Companies in the Cayman Islands Companies Act (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar2020 Revision). The Certificate of Domestication shall provide that at the effective time of In connection with the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of Parent, (Ai) each then Dragoneer Class A Share and each Dragoneer Class B Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into Domestication shall become one share of common stock, par value $0.00010.0001 per share, of Dragoneer, (ii) each 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 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 Parent common stock, par value $0.0001 per share, of Dragoneer, (a iv) the Governing Documents of Dragoneer shall be amended and restated such that the certificate of incorporation of Dragoneer shall be substantially in the form attached hereto as Exhibit E (the “Domesticated Parent Common ShareDragoneer Certificate of Incorporation”), and the bylaws of Dragoneer shall be substantially in the form attached hereto as Exhibit F (the “Dragoneer Bylaws”), and (v) Dragoneer’s name shall be changed as determined by the Company in its sole discretion; provided, however, that, (A) in the case of clause (iv), each of the Parties acknowledges and agrees that each of the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of Dragoneer contemplated by the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws that are not adopted and approved by the Pre-Closing Dragoneer Holders at the Dragoneer Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Dragoneer that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and (B) each then issued and outstanding warrant of Parent in connection with clause (a “Parent Warrant”) will convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Warrant”i), pursuant to the Warrant Agreement; (ii) and (C) iii), each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share Dragoneer that has not been previously separated into the underlying Dragoneer Class A Shares 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) 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 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 underlying Dragoneer Warrants prior to the Domestication has or may have 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 Dragoneer, and one-fifth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on any such reorganization status. Each of the parties acknowledges terms and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect subject to the transactions contemplated by this conditions set forth in the Warrant Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Domestication Approval, prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”)Company, together with the Parent Certificate of IncorporationIncorporation of Parent in substantially the form attached as Exhibit A to this Agreement (the “Parent Charter”) , in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and adopting bylaws in substantially the form attached as Exhibit B to this Agreement (the “Parent Bylaws”), (c) completing, making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Cayman Islands (the “Cayman Registrar”) under Section 206 Domestication as required pursuant to Part XII of the Cayman Companies Act, and (iiid) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of Companies. The Certificate of In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, (i) all then issued and without any action outstanding Parent Class A Ordinary Shares shall convert automatically, on the part of any shareholders of Parenta one-for-one basis, into Delaware Parent Class A Common Stock; (Aii) all then issued and outstanding Parent Class B Ordinary Shares shall convert automatically, on a one-for-one basis, into Delaware Parent Class B Common Stock; (iii) each then issued and outstanding Class A ordinary share, $0.0001 par value, warrant of Parent shall convert automatically into a Delaware Parent Warrant; and (each, a “Class A Share”iv) and each then issued and outstanding Parent Unit shall convert automatically into a Delaware Parent Unit. Further, immediately following the Domestication, and in any event, prior to the Effective Time, the Recapitalization will occur, whereby each then issued and outstanding share of Delaware Parent Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Class A Shares, each, a “Parent Ordinary Share”) will convert automaticallyCommon Stock shall be converted, on a one-for-one basis, into one share of common stock, par value $0.0001, per share of Delaware Parent (a “Domesticated Parent Class A 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 Parent, 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”)Stock. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of On the Required Parent Shareholder ApprovalClosing Date, prior to the Effective Time, Parent ARYA shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (2020 Revision), including by (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent ARYA and the Company (the “Certificate of Domestication”)Company, together with the Parent ARYA Certificate of Incorporation, in each case, in accordance with the provisions thereof Incorporation and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in to effect the Cayman Islands Domestication. In connection with (the “Cayman Registrar”and as part of) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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, ARYA shall cause (Ai) each then ARYA Class A Share and each ARYA Class B Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, Domestication to be converted into one share of common stock, par value $0.00010.0001 per share, per share 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 Parent, 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 RegulationsARYA, (ii) agrees the Governing Documents of ARYA to file become the certificate of incorporation, substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by ARYA and retain the Company, the “ARYA Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit F (with such information changes as shall may be required under Section 1.368-3 of agreed in writing by ARYA and the United States Treasury Regulations with respect to Company, the Domestication, “ARYA Bylaws”) and (iii) agrees ARYA’s name to file all Tax be changed to “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.” or such other name mutually agreed to by ARYA and other informational returns on a basis consistent with such characterization, except if otherwise required by a “determination” within the meaning of Code Section 1313Company. 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 ARYA shall cause the Domestication as to be consummated in accordance with applicable Law. ARYA and its Representatives shall give the Company and its pertinent Representatives a reorganization under Section 368 of the Code reasonable opportunity to review any applicable documents, certificates or as to the effect, if any, that any transaction consummated on, after or prior to filings in connection with the Domestication has or may have on and will consider, in good faith, any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codecomments thereto.

Domestication. (a) Subject to receipt of the Required Parent Acquiror Shareholder ApprovalApprovals, prior to the Effective Time, Parent Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Secretary DE SOS a Certificate of State of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Certificate certificate of Incorporationincorporation of Acquiror in substantially the form attached as Exhibit A hereto, in each case, in accordance with the provisions thereof and Section 388 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 DGCLAcquiror Disclosure Letter to be the directors and 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, (iid) 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 Companies in the Cayman Islands (law including a director's affidavit and undertaking, and notice of the “Cayman Registrar”) special resolutions approving, inter alia, the de-registration of the Acquiror under Section 206 the laws of the Cayman Companies ActIslands, and (iiie) obtaining requesting a certificate of de-registration from the Cayman Registrar. The Certificate of 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 shareholders shareholder of ParentAcquiror, (Ai) each then issued and outstanding share of Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Common Stock shall convert automatically, on a one-for-one basis, into one (1) share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Acquiror Common Share”)Stock; (Bii) each then issued and outstanding warrant share of Parent Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into one (a “Parent Warrant”1) will share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into a warrant one (1) Domesticated Acquiror Public Warrant, pursuant to acquire the Warrant Agreement; (iv) each then issued and outstanding Acquiror Private Placement Warrant shall convert automatically into one (1) Domesticated Parent Common Share (a “Domesticated Parent Acquiror Private Placement Warrant”), pursuant to the Warrant Agreement; and (Cv) each then issued and outstanding unit Acquiror Unit shall, to the extent not already split into underlying Domesticated Acquiror Common Stock Domesticated Acquiror Public Warrants by the holder thereof, convert automatically, into one (1) share of Parent, comprised Domesticated Acquiror Common Stock and one-third 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”)Acquiror Public Warrant. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject On the Closing Date, following the ACT Share Conversion but prior to the Closing, ACT shall, subject to the receipt of the Required Parent ACT Shareholder Approval, prior to the Effective Time, Parent shall cause the Domestication to become effectiveeffective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (As Revised), including by (ia) filing with the Delaware Secretary of State State, (i) a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent ACT and the Company Company, and (ii) the “Certificate of Domestication”), together with the Parent Post-Closing ACT Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands to effect the Domestication and, in connection with (the “Cayman Registrar”and as part of) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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, (Ai) each then Pre-Closing ACT Class A Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will Domestication shall convert automatically, automatically on a an one-for-one basis, basis into one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Common 1) Post-Closing ACT Class A 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 Parent, 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) agrees each Pre-Closing ACT Warrant that is outstanding immediately prior to file the Domestication shall, from and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations with respect to after the Domestication, represent the right to purchase one 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 Agreement (collectively, the “Post-Closing ACT Warrants”) and (iii) agrees ACT’s name shall be changed to file all Tax “Opal Fuels Inc.”; provided, however, that, in connection with clauses (b)(i) and other informational returns on a basis consistent with such characterization(b)(ii), except if otherwise required by a “determination” within each issued and outstanding ACT Unit that has not been previously separated into the meaning of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge underlying Pre-Closing ACT Class A Shares 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 underlying Pre-Closing ACT Warrants prior to the Domestication has or may have shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to one (1) share of Post-Closing ACT Class A Shares and one Post-Closing ACT Warrant on any such reorganization status. Each of the parties acknowledges terms and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect subject to the transactions contemplated 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 this AgreementACT and the Company, the “Post-Closing ACT Certificate of Incorporation”), and (B2) is responsible for any adverse Tax consequences that 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 result if be agreed in writing by ACT and the Company, the “Post-Closing ACT Bylaws”). ACT shall cause the Domestication is determined not to qualify as be consummated in accordance with applicable Law. ACT and its Representatives shall give the Company and its Representatives a reorganization under Section 368 of reasonable opportunity to review any applicable documents, certificates or filings in connection with the CodeDomestication and will consider, in good faith, any comments thereto.

Domestication. (a) Subject to receipt of the Required Parent Acquiror Shareholder Approval, prior to the Effective Time, Parent Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Secretary DE SOS a Certificate of State of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Certificate of IncorporationDomesticated Charter, in each case, in accordance with the provisions thereof and Section 388 applicable Law, (b) adopting the Domesticated Bylaws, (c) causing the directors and officers set forth on ‎Section 8.6(a) of the DGCLAcquiror Disclosure Letter to be the directors and 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 (iid) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands (in connection with the “Cayman Registrar”) under Section 206 of Domestication. In accordance with applicable Law, the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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 shareholder of ParentAcquiror, (Ai) each then issued and outstanding Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Share shall convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Common 1) Surviving Pubco Class A Share”); (Bii) each then issued and outstanding warrant of Parent Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one (a “Parent Warrant”1) will Surviving Pubco Class A Share; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into a warrant one (1) Surviving Pubco Public Warrant, pursuant to acquire the Warrant Agreement; (iv) each then issued and outstanding Acquiror Private Placement Warrant shall convert automatically into one Domesticated Parent Common Share (a “Domesticated Parent 1) Surviving Pubco Private Placement Warrant”), pursuant to the Warrant Agreement; and (Cv) each then issued and outstanding unit of ParentAcquiror Unit shall, comprised 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 one-half 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”)Surviving Pubco Public Warrant. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. At (aor prior to) Subject to receipt of the Required Parent Shareholder Approval, prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (i) filing Parent shall attend to and effect all filings, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Law to 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 a identical to the certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company incorporation attached hereto as Exhibit Q (the “Certificate of DomesticationSurviving Pubco Charter”), together with which shall be the Parent Certificate certificate of Incorporation, in each case, incorporation of the Surviving Pubco until thereafter amended in accordance with the provisions thereof DGCL and Section 388 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 (iiv) completing and making and procuring all those filings required Parent shall take any other action reasonably necessary to be made consummate the Domestication in accordance with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 206 applicable provisions of the Cayman DGCL and the Companies ActLaw, and (iii) obtaining a certificate of de-registration from in each case such that the Cayman Registrar. The Certificate of Domestication shall provide that become effective at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of Parent, (A) each then issued and outstanding Effective Time. Any reference in this Agreement to Parent or Parent Class A ordinary share, $0.0001 par value, of Shares and Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary shareShares, $0.0001 par valuecollectively, of Parent (each, a “Class B Share” and, together with for periods from and after the Domestication will be deemed to include Surviving Pubco and the Surviving Pubco 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, per share 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 Parent, 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) 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 1313respectively. 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 the Domestication will occur simultaneously with the Merger; provided, that, to the qualification of extent permitted by applicable Law, the parties agree for Tax purposes only to treat the Domestication as a reorganization under Section 368 of the Code or as occurring immediately prior to the effectMerger. For the avoidance of doubt, if any, that any transaction consummated on, after or reference in this Agreement to Surviving Pubco for periods prior to the Domestication has or may have on shall include Parent and any such reorganization status. Each of the parties acknowledges reference in this Agreement to Parent for periods from and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if after the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeshall include Surviving Pubco.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior Prior to the Effective TimeClosing Date and following Acquiror shareholders’ exercise of their Redemption Rights, Parent Acquiror shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Section 206 of the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication in substantially the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company attached as Exhibit F hereto (the “Certificate of Domestication”), together with ) and the Parent Acquiror 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 Cayman Registrar of Companies in to effect the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies ActDomestication, and (iii) obtaining a certificate of de-registration from the Cayman RegistrarRegistrar and taking any other actions necessary in connection therewith. The Certificate of Domestication shall provide that at the effective time of In connection with (and as part of) the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of Parent, Acquiror shall cause (Ai) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, Domestication to be converted into one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Acquiror 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 Parent, 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 RegulationsStock, (ii) agrees to file each Acquiror Warrant that is issued 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 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 outstanding immediately prior to the Domestication has to be converted into one Domesticated Acquiror Warrant, (iii) each Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and one-half of one Domesticated Acquiror Warrant, (iv) the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and the 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 may have on any Acquiror is otherwise unable to change its name to “Avertix Medical, Inc.” in the State of Delaware, Acquiror shall cause its name to be changed to such reorganization statusother name mutually agreed to by Acquiror and the Company. Each 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 parties acknowledges and agrees that each (A) has had Company the opportunity to obtain independent legal and tax advice review any applicable documents, certificates or filings in connection with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeand will consider, in good faith, any comments thereto.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Parent shall cause the Domestication to become effective, including by (ia) filing with the Secretary of State of the State of Delaware a certificate Certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”)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, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) under Section 206 of in connection with the Cayman Companies ActDomestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. The . (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 shareholders of Parent, Parent Shareholder: (Ai) each then issued and outstanding Parent 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 Class A Shares, each, a “Parent Ordinary Share”) will Share shall convert automatically, on a one-for-one basis, automatically into one share of common stock, par value $0.00010.0001 per share, per share of Parent (a “Domesticated Parent Common Share”)Parent; (Bii) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will Class B Ordinary Share shall convert automatically into a one share of common stock, par value $0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one Domesticated share of common stock, par value $0.0001 per share, of Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (Civ) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), Right shall convert automatically into a unit one right to acquire one-tenth (1/10) of one share of common stock, par value $0.0001 per share, of Parent upon the consummation of Parent’s initial business combination, pursuant to the terms of the Parent Rights Agreement (“Domesticated Parent Right”); and (v) 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 Parent, with each such unit representing one-half of one Domesticated Parent Common Share Warrant and one Domesticated Parent Warrant (a “Domesticated Parent Unit”)Right. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Pioneer Shareholder ApprovalApprovals, prior to the Effective TimeClosing, Parent and, for the avoidance of doubt, prior to the conversion of the PIPE Convertible Notes described in Section 2.1(b) below, Pioneer shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Law (2020 Revision). In connection with the Domestication, including by (i) filing Pioneer shall file with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to 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, Company; (ii) completing each Pioneer Class A Share and 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 Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication shall provide each Pioneer Class B Share 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, (A) each then is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into Domestication shall become one share of common stock, par value $0.00010.0001 per share, per share 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 Parent, 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 RegulationsPioneer, (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 Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree each Pioneer Warrant 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 outstanding immediately prior to the Domestication has or may have shall, from and after the Domestication (but subject to forfeiture pursuant to the terms of the Sponsor Warrant Forfeiture Agreement), represent the right to purchase one share of common stock, par value $0.0001 per share, of Pioneer at an exercise price of $11.50 per share on any such reorganization status. Each the terms and subject to the conditions set forth in the Warrant Agreement, (iii) the Governing Documents of Pioneer shall become the certificate of incorporation, substantially in the form attached hereto as Exhibit I (the “Pioneer Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit J (the “Pioneer Bylaws”), of Pioneer and (iv) Pioneer’s name shall be changed to “Acorns Holdings, Inc.”; provided, however, that, in the case of clause (iii), each of the parties hereto hereby acknowledges and agrees that each (A) has had of the opportunity Pioneer Certificate of Incorporation and the Pioneer Bylaws shall be appropriately adjusted to obtain independent legal and tax advice with respect give effect to any amendments to the transactions Governing Documents of Pioneer contemplated by this Agreementthe Pioneer Certificate of Incorporation and the Pioneer Bylaws that are not adopted and approved by the Pioneer shareholders at the Pioneer Shareholder Meeting (other than, and (B) is responsible for any adverse Tax consequences the avoidance of doubt, the amendments to the Governing Documents of Pioneer that may result if are contemplated by the Domestication is determined not to qualify as a reorganization under Section 368 of the CodeRequired Governing Document Proposals).

Domestication. (a) Subject to receipt of obtaining the Required Parent Shareholder Acquiror Stockholders’ Approval, prior to the Effective Time, Parent Acquiror shall take all actions necessary to cause the Domestication to become effectiveeffective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Certificate of IncorporationIncorporation of Acquiror in substantially the form attached as Exhibit B to this Agreement, in each case, in accordance with the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made made, including with the Registrar of Companies in the Cayman Islands (Islands, as required under the “Cayman Registrar”) under Section 206 of Companies Act in connection with the Cayman Companies ActDomestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Registrar. The Certificate of 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 shareholders of Parent, Acquiror shareholder: (i) (A) each then issued and outstanding share of Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Common Stock shall convert automatically, on a one-for-one basis, into one a share of common stockDomesticated Acquiror Class A Common Stock, par value $0.0001, per share of Parent (a “Domesticated Parent Common Share”); and (B) the transfer books of Acquiror shall record such conversion; provided, however, 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 warrant share of Parent (Acquiror Class B Common Stock shall convert automatically, on a “Parent Warrant”) will convert automatically one-for-one basis, into a warrant to acquire one share of Domesticated Parent Acquiror Class A Common Share Stock, (a “Domesticated Parent Warrant”), pursuant to B) the Warrant Agreement; 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 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 unit of Parent, comprised of one Parent Ordinary Share and one Parent Acquiror Warrant (a “Parent Unit”), shall convert automatically into a unit 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 Parent, Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with each such unit representing one Domesticated Parent Common Share and one Domesticated Parent Warrant (a “Domesticated Parent Unit”)the Domestication Certificate of Incorporation. (bc) For U.S. federal income tax purposesthe 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 Domestication is intended will be deemed to constitute a “reorganization” within include the meaning shares 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) 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 1313Domesticated Acquiror Class A Common Stock. 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 will occur immediately prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges Mergers for Tax and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeall other purposes.

Domestication. (a) Subject to receipt of On the Required Parent Shareholder Approval, Closing Date prior to the Effective Time, Parent Purchaser shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act. In connection with the Domestication, including by (i) filing with each Purchaser Class A Ordinary Share that is issued and outstanding immediately prior to the Secretary Domestication ((x) including, for the avoidance of State 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 Purchaser Class A Common Share, (ii) each Purchaser Warrant that is outstanding immediately prior to the State of Delaware a certificate of domestication with respect to Domestication shall, from and after the Domestication, represent the right to purchase one 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 Purchaser shall be amended and restated such that the certificate of incorporation of Purchaser shall be in a form and substance reasonably acceptable to Parent Purchaser and the Company such that the certificate of incorporation of Purchaser complies with any requirements contained in the Company’s current Governing Document (the “Purchaser Certificate of Incorporation”), and the bylaws of Purchaser shall be in a form reasonably acceptable to Purchaser and the Company (the “Certificate of DomesticationPurchaser Bylaws”), 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 Section 206 of the Cayman Companies Act, and (iiiiv) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication Purchaser’s name shall provide that at the effective time of the Domesticationbe changed to Btab Ecommerce Holdings, by virtue of the DomesticationInc.; provided, and without any action on the part of any shareholders of Parenthowever, that, (A) in the case of clause (iii), each then issued of the Parties acknowledges and outstanding Class A ordinary shareagrees that each of the Purchaser Certificate of Incorporation and the Purchaser Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of Purchaser contemplated by the Purchaser Certificate of Incorporation and the Purchaser Bylaws that are not adopted and approved by the Pre-Closing Purchaser Holders at the Purchaser Shareholders Meeting (other than, $0.0001 par valuefor the avoidance of doubt, the amendments to the Governing Documents of Parent (each, a “Class A Share”Purchaser that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and each then issued the Required Governing Document Proposals) and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the 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, per share of Parent (a “Domesticated Parent Common Share”); (B) each then issued in connection with clauses (i) 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”ii), pursuant to the Warrant Agreement; and (C) each then issued and outstanding unit of Parent, comprised of one Parent Purchaser that has not been previously separated into the underlying Purchaser Class A Ordinary Share Shares 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) 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 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 underlying Purchaser Warrants prior to the Domestication has or may have on any such reorganization status. Each shall, for the avoidance of doubt, be cancelled and will entitle the parties acknowledges and agrees that each holder thereof to (Ax) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreementone share of Purchaser Class A Common Stock, and (By) is responsible for any adverse Tax consequences that may result if one-half of one warrant representing the Domestication is determined not right to qualify as a reorganization under Section 368 purchase one share of Purchaser Class A Common Stock at an exercise price of $11.50 per share on the Codeterms and subject to the conditions set forth in the Warrant Agreement.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior Prior to the Effective TimeClosing Date, Parent Acquiror shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent Acquiror Certificate of IncorporationIncorporation (as defined below), 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 Cayman Registrar of Companies in to effect the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, Domestication and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication shall provide that at the effective time of In connection with (and as part of) the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of Parent, Acquiror shall cause (Ai) each then share of Acquiror Class A Ordinary Shares that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, Domestication to be converted into one share of common stockAcquiror Class A Common Stock, par value $0.0001, per each share of Parent (a “Domesticated Parent Common Share”); (B) each then Acquiror Founders Stock that is 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 immediately prior to the Domestication to be converted into one share of Acquiror Founders Class B Common Stock, each Cayman Acquiror Warrant Agreement; and (C) each then that is issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), immediately prior to the Domestication shall convert automatically into a unit of Parentone Domesticated Acquiror Warrant and each Cayman Acquiror Unit shall convert automatically into one Domesticated Acquiror Unit, with each such unit Domesticated Acquiror Unit representing one Domesticated Parent share of Acquiror Class A Common Share Stock and one-third of 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 RegulationsAcquiror Warrant, (ii) agrees the Acquiror Organizational Documents to file become the certificate of incorporation, substantially in the form attached hereto as Exhibit A (with such changes as may be agreed in writing by Acquiror and retain the Company, the “Acquiror Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit B (with such information changes as shall may be required under Section 1.368-3 of agreed in writing by Acquiror and the United States Treasury Regulations with respect to Company, the Domestication, “Acquiror Bylaws”) and (iii) agrees Acquiror’s name to file be changed to “GloriFi, Inc.”, provided that if such name is not available in Delaware or Acquiror is otherwise unable to change its name to “GloriFi, Inc.” in Delaware, it 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 Tax applicable Law and other informational returns on in a basis consistent with such characterization, except if otherwise required by a “determination” within manner so as to properly effectuate the meaning purposes of Code Section 1313. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, . Acquiror and its Representatives shall give the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had Company the opportunity to obtain independent legal and tax advice review any applicable documents, certificates or filings in connection with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeand will consider, in good faith, any comments thereto.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to 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 Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. 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, (A) each then issued and outstanding 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 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, per share 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 Parent, 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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject Prior to receipt the consummation of the Required Parent Transactions, and subject to the Supermajority Acquiror Shareholder Approval, prior Acquiror shall continue and domesticate to the Effective Time, Parent shall cause State of Delaware and become a Delaware corporation in accordance with Section 388 of the Domestication to become effective, including 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 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 DGCLDelaware, (ii) completing and completing, making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, Domestication and (iii) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of Companies. The Certificate 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 shareholders of ParentAcquiror Shareholder, (Ai) each then issued and outstanding Class A ordinary share, $0.0001 par value, share 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 Class A Shares, each, a “Parent Pre-Domestication Acquiror Ordinary Share”) will Shares shall convert automatically, on a one-for-one basis, into one a share of common stock, par value $0.0001, per share Acquiror Common Stock (as part of Parent (its domestication as a “Domesticated Parent Common Share”corporation incorporated in the State of Delaware); (Bii) each then issued and outstanding warrant share of Parent Pre-Domestication Acquiror Class B Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock (as part of its domestication as a “Parent Warrant”corporation incorporated in the State of Delaware); (iii) will each then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent an Acquiror Warrant”), pursuant to the Warrant Agreement; and (Civ) each then issued Acquiror’s name shall be changed to “ZeroFox Holdings, Inc.” or such other name as determined by ZF and outstanding unit of Parent, 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 IDX in their discretion prior to constitute a “reorganization” within the meaning of Section 368(a) obtaining approval of the Code. Parent hereby (i) adopts this Agreement as a “plan shareholders of reorganization” within Acquiror and set forth in 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 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the CodeAcquiror Charter.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (ia) filing with the Delaware 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 parties (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, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in of the Cayman Islands (the “Cayman Registrar”) under Section 206 of in connection with the Cayman Companies ActDomestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar. The 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 ParentParent Shareholder, (Ai) each then issued and outstanding 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 Class A Shares, each, a “Parent Ordinary Share”) Share will convert automatically, on a one-for-one basis, into one a share of common stock, stock par value $0.0001, per share of Parent (a “Domesticated Parent Common Share”); and (Bii) each then issued and outstanding warrant of Parent (a “Parent Warrant”) Warrant will convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Warrant”). Each Parent Warrant will continue to have, pursuant to and be subject to, the same terms and conditions set forth in the warrant agreement (the “Warrant Agreement; and (C) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit dated as of ParentAugust 6, with each such unit representing one Domesticated 2020, by and between Parent Common Share and one Domesticated Parent Warrant (a “Domesticated Parent Unit”). (b) Sponsor. 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 insofar as it relates to the Domestication 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 Code Section 1313. Notwithstanding the foregoing 1313 (or anything else pursuant to the contrary contained in this Agreementany similar provision of applicable state, the parties acknowledge and agree that no party is making any representation local or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeforeign Law).

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, on the day that is at least one Business Day prior to the Effective TimeClosing Date, Parent shall cause the Domestication to become effectiveoccur 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 Section 206 of the Cayman Companies Act, including Section 206 thereof, in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The . (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 shareholders of Parent, Parent Shareholder: (Ai) each then issued and outstanding Parent 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 Class A Shares, each, a “Parent Ordinary Share”) will Share shall convert automatically, on a one-for-one basis, automatically into one share of common stock, par value $0.00010.0001 per share, per share of Parent (a “Domesticated Parent Common Share”)Parent; (Bii) each then issued and outstanding warrant Parent Class B Ordinary Share shall convert automatically into one share of common stock, par value $0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall become exercisable for one share of common stock, par value $0.0001 per share, 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 Parent Warrant Agreement; and (Civ) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share Unit shall separate and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit one share of Parentcommon stock, with each such unit representing par value $0.0001 per share, of Parent and one-half of one Domesticated Parent Common Share and one Domesticated Parent Warrant (a “Domesticated Parent Unit”)Warrant. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Acquiror Shareholder Approval, prior to the First Effective TimeTime and no later than one (1) Business Day prior to the Closing Date, Parent Acquiror shall cause the Domestication to become effective, including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company (the “Certificate of Domestication”)Company, together with the Parent 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 the provisions thereof and Section 388 of the DGCLapplicable Law, (iib) completing and making and procuring all those filings required to be made with the Cayman Registrar of Companies in connection with the Cayman Islands Domestication, (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, and (iiic) obtaining a certificate of de-registration from the Cayman RegistrarRegistrar 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). The Certificate of 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 shareholders of ParentAcquiror Shareholder, (Ai) each then issued and outstanding share of Acquiror 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 Class A Shares, each, a “Parent Ordinary Share”) will Common Stock shall convert automatically, on a one-for-one basis, into one a share of common stock, par value $0.0001, per Domesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding share of Parent Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (a “Domesticated Parent iii) the terms of the Acquiror Class B Common Share”)Stock shall be modified to, among other things, provide that each share of Acquiror Class B Common Stock shall carry three (3) votes; (Biv) the Domesticated Acquiror Class C Common Stock shall be created and a sufficient number of shares thereof authorized to effect the transactions contemplated hereby and under the Ancillary Agreements, (v) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will Acquiror shall convert automatically into a warrant to acquire one Domesticated Parent Common Share (a “Domesticated Parent Acquiror Warrant”), pursuant to the Warrant Agreement; Agreement; and (Cvi) each then issued and outstanding unit Cayman Acquiror Unit shall separate automatically into one share of Parent, comprised Domesticated Acquiror Class A Common Stock and one-quarter 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”)Acquiror Warrant. (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Parent shall cause continue out of the Domestication to become effective, including by (i) filing with the Secretary of State of Cayman Islands and 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 domestication with respect to the Domestication, incorporation in form attached as Exhibit A hereto and substance reasonably acceptable to 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 (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, . (iib) completing and making and procuring all those filings required Immediately prior to be made with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue 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, and without any action on the part of any shareholders of Parent, : (Ai) each then issued and outstanding Parent 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 Class A Shares, each, a “Parent Ordinary Share”) will Share shall convert automatically, on a one-for-one basis, automatically into one share of common stock, par value $0.00010.0001 per share, per share of Parent (a “Domesticated Parent Common Share”)Parent; (Bii) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will Class B Ordinary Share shall convert automatically into a one share of common stock, par value $0.0001 per share, of Parent; (iii) each then issued and outstanding Parent Warrant shall convert automatically into one warrant to acquire one Domesticated share of common stock, par value $0.0001 per share, of Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Parent Warrant Agreement; and (Civ) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), Right shall convert automatically into a unit one right to acquire one-tenth (1/10) of one share of common stock, par value $0.0001 per share, of Parent upon the consummation of Parent’s initial business combination, with each such unit representing one Domesticated pursuant to the terms of the Parent Common Share and one Domesticated Parent Warrant Rights Agreement (a “Domesticated Parent UnitRight”). (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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior Prior to the Effective TimeClosing Date and following Acquiror shareholders’ exercise of their Redemption Rights, Parent Acquiror shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Section 206 of the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication with respect to the Domestication, Domestication in form and substance reasonably acceptable satisfactory to Parent and the Company parties hereto (the “Certificate of Domestication”), together with ) and the Parent Acquiror 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 Cayman Registrar of Companies in to effect the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies ActDomestication, and (iii) obtaining a certificate of de-registration from the Cayman RegistrarRegistrar and taking any other actions necessary in connection therewith. The Certificate of Domestication shall provide that at the effective time of In connection with (and as part of) the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of Parent, Acquiror shall cause (Ai) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding 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 immediately prior to the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, Domestication to be converted into one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Acquiror 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 Parent, 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 RegulationsStock, (ii) agrees to file each Acquiror Warrant that is issued 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 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 outstanding immediately prior to the Domestication has to be converted into one Domesticated Acquiror Warrant, (iii) each Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and one-third of one Domesticated Acquiror Warrant, (iv) the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and the Acquiror Bylaws and (v) Acquiror’s name to be changed to “Brand Engagement Network Inc.”, provided that if such name is not available in the State of Delaware or may have on any 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 reorganization statusother name mutually agreed to by Acquiror and the Company. Each 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 parties acknowledges and agrees that each (A) has had Company the opportunity to obtain independent legal and tax advice review any applicable documents, certificates or filings in connection with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeand will consider, in good faith, any comments thereto.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior Prior to the Effective Time, subject to approval of the Domestication Proposal, Parent shall cause have completed the Domestication to become effectivein accordance with applicable Law. In connection with the Domestication, including by (i) filing Parent shall file with the Secretary of State of the State of Delaware a certificate Certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to 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 DGCLParties, (ii) completing and making and procuring Parent shall make all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies ActDomestication, and (iii) obtaining Parent shall provide to the Company Parties a certificate duly executed by an authorized officer of de-registration from Parent to the Cayman Registrar. The Certificate of Domestication shall provide effect that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholders of ParentParent has complied with its obligations under clause (ii) above, (Aiv) each then Parent Class A Share and each Parent Class B Share that is issued and outstanding 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 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, per share 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 Parent, 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) 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 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 immediately prior to the Domestication has or may have on any such reorganization status. Each shall become one share of New Parent Class A Common Stock and one share of New Parent Class B Common Stock, respectively, (v) following the Domestication, all shares of New Parent Class B Common Stock shall be converted into New Parent Class A Common Stock, (vi) the Governing Documents of Parent shall be the Parent Certificate of Incorporation and the Parent Bylaws and (vii) Parent’s name shall be changed to “Hyperfine, Inc.”; provided, however, that, in the case of clause (vi), each of the parties hereto hereby acknowledges and agrees that each (A) has had of the opportunity Parent Certificate of Incorporation and the Parent Bylaws shall be appropriately adjusted to obtain independent legal and tax advice with respect give effect to any amendments to the transactions Governing Documents of Parent contemplated by this Agreementthe Parent Certificate of Incorporation and the Parent Bylaws that are not adopted and approved by the Parent Shareholders at the Parent Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Parent that are contemplated by the Required Governing Document Proposals). At the Effective Time the Parent Certificate of Incorporation and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not Parent Bylaws shall each be amended to qualify as a reorganization under Section 368 change the name of the Code.Parent to “Hyperfine, Inc.”

Domestication. (a) Subject to receipt of On the Required Parent Shareholder Approval, Closing Date prior to the Effective Time, Parent TortoiseCorp III shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act. In connection with the Domestication, including by (i) filing with each TortoiseCorp III Class A Share that is issued and outstanding immediately prior to the Secretary Domestication ((x) including, for the avoidance of State 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 TortoiseCorp III Common Share, (ii) each TortoiseCorp III Warrant that is outstanding immediately prior to the State of Delaware a certificate of domestication with respect to Domestication shall, from and after the Domestication, represent the right to purchase one 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 TortoiseCorp III shall be amended and restated such that the certificate of incorporation of TortoiseCorp III shall be in a form and substance reasonably acceptable to Parent TortoiseCorp III and the Company such that the amended and restated certificate of incorporation of TortoiseCorp III complies with any requirements contained in the Company’s current Governing Document (the “TortoiseCorp III Certificate of Incorporation”), and the bylaws of TortoiseCorp III shall be in a form reasonably acceptable to TortoiseCorp III and the Company (the “Certificate of DomesticationTortoiseCorp III Bylaws”), 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 Section 206 of the Cayman Companies Act, and (iiiiv) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication TortoiseCorp III’s name shall provide that at the effective time of the Domesticationbe changed to One Power Company; provided, by virtue of the Domesticationhowever, and without any action on the part of any shareholders of Parentthat, (A) in the case of clause (iii), each then of the Parties acknowledges and agrees that each of the TortoiseCorp III Certificate of Incorporation and the TortoiseCorp III Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of TortoiseCorp III contemplated by the TortoiseCorp III Certificate of Incorporation and the TortoiseCorp III Bylaws that are not adopted and approved by the Pre-Closing TortoiseCorp III Holders at the TortoiseCorp III Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of 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 clauses (i) and (ii), each issued and outstanding unit of TortoiseCorp III that has not been previously separated into the underlying TortoiseCorp III Class A ordinary shareShares and underlying TortoiseCorp III Warrants prior to the Domestication shall, $0.0001 par valuefor the avoidance of doubt, of Parent be cancelled and will entitle the holder thereof to (each, a “Class A Share”x) 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 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 $0.00010.0001 per share, of TortoiseCorp III, and (y) one-fourth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of TortoiseCorp III at an exercise price of $11.50 per share of Parent (a “Domesticated Parent Common Share”); (B) each then issued on the terms and outstanding warrant of Parent (a “Parent Warrant”) will convert automatically into a warrant subject to acquire one Domesticated Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the conditions set forth in the Warrant Agreement; and (C) each then issued and outstanding unit of Parent, 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) 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 making any representation or warranty as to the qualification of the Domestication as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior Prior to the Effective TimeClosing, Parent CHFW shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation, in each case, occur in accordance with the provisions thereof and Section 388 of the DGCLDGCL and Part XII of the Cayman Islands Companies Act (2021 Revision). In connection with the Domestication, (i) each CHFW Class A Share and each CHFW Class B Share that is issued and outstanding immediately prior to the Domestication shall become one share of CHFW Common Stock, (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 Section 206 of the Cayman Companies Act, and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication shall provide each IPO Warrant 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, (A) each then issued and is outstanding 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 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, per share 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 Parent, 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) 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 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 immediately prior to the Domestication has or may have shall, from and after the Domestication, represent the right to purchase one share of CHFW Common Stock at an exercise price of $11.50 per share on any such reorganization status. Each the terms and subject to the conditions set forth in the IPO Warrant Agreement, (iii) the Governing Documents of CHFW shall be replaced by and become the certificate of incorporation, substantially in the form attached hereto as Exhibit E (the “CHFW Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit F (the “CHFW Bylaws”) and (iv) CHFW’s name shall be changed to “Surrozen, Inc.”; provided, however, that, in the case of clause (iii), each of the parties Parties hereby acknowledges and agrees that each (A) has had of the opportunity CHFW Certificate of Incorporation and the CHFW Bylaws shall be appropriately adjusted to obtain independent legal and tax advice with respect give effect to any amendments to the transactions Governing Documents of CHFW contemplated by this Agreementthe CHFW Certificate of Incorporation and the CHFW Bylaws that are not adopted and approved by the Pre-Closing CHFW Holders at the CHFW Shareholders Meeting (other than, and (B) is responsible for any adverse Tax consequences the avoidance of doubt, the amendments to the Governing Documents of CHFW that may result if are contemplated by the Domestication is determined not to qualify as a reorganization under Section 368 of the CodeRequired Governing Document Proposals).

Domestication. (a) Subject to receipt of On the Required Parent Shareholder ApprovalClosing Date, prior to the Effective Time, Parent Pathfinder shall cause the Domestication to become effective, including by (i) filing occur in accordance with Section 388 of the Secretary of State General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by filing with the Delaware Secretary of State a certificate Certificate of domestication Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Pathfinder and the Company (the “Certificate of Domestication”)Company, together with the Parent Pathfinder Post-Closing Certificate of Incorporation. In connection with (and as part of) the Domestication and, in each casethe case of clauses (i), (iii) and (iv), in accordance with Pathfinder’s Governing Documents, Pathfinder shall cause (i) each Pathfinder Pre-Closing Share that is issued and outstanding immediately prior to the provisions thereof and Section 388 of the DGCLDomestication to be converted into one Pathfinder Share, (ii) completing and making and procuring all those filings required each Pathfinder Warrant that is outstanding immediately prior to the Domestication to be made with the Registrar of Companies in the Cayman Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Actautomatically converted into, from and (iii) obtaining a certificate of de-registration from the Cayman Registrar. The Certificate of Domestication shall provide that at the effective time of after the Domestication, by virtue the right to purchase one Pathfinder Share at an exercise price of the Domestication, and without any action $11.50 per share on the part of any shareholders of Parent, (A) each then issued terms and outstanding Class A ordinary share, $0.0001 par value, of Parent subject to the conditions set forth in the Warrant Agreement (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 Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a onePathfinder Post-for-one basis, into one share of common stock, par value $0.0001, per share 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 Closing Warrant”), pursuant (iii) the Governing Documents of Pathfinder to become the certificate of incorporation 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 “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall be changed to “ServiceMax, 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 Warrant AgreementClosing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that, in connection with clause (i) and (C) ii), each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share Pathfinder that has not been previously separated into the underlying Pathfinder Class A Shares 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) 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 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 underlying Pathfinder Warrants prior to the Domestication has or may have on shall, for the avoidance of doubt, from and after the Domestication, be cancelled and will entitle the holder thereof to one Pathfinder Share and one-fifth of one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such reorganization status. Each of Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the parties acknowledges underlying terms thereof and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax consequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Codeapplicable Law.

Domestication. (a) Subject to receipt of the Required Parent Shareholder Approval, prior to the Effective TimeClosing, Parent shall cause the Domestication to become effectiveeffective in accordance with Section 388 of the DGCL and Part XII of the Cayman Act, including by (ia) filing with the Delaware Secretary of State a Certificate of the State of Delaware a certificate of domestication Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company (the “Certificate of Domestication”), together with the Post-Closing Parent Certificate of Incorporation, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) 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 Section 206 of the Cayman Companies Act, Parent Domestication Documents and (iiic) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands. The Certificate In accordance with applicable Law, pursuant to and by virtue of the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, Domestication and without any action on the part of any shareholders of ParentParent shareholder, (Ai) each then issued 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 Class A ordinary shareimmediately prior to the effective time of the Domestication, $0.0001 par value, shall be converted into one (1) share of New Parent Common Stock and (ii) the governing documents of Parent (each, a “Class A Share”) shall be the Post-Closing Parent Certificate of Incorporation and each then issued and outstanding Class B ordinary share, $0.0001 par value, of the Post-Closing Parent (each, a “Class B Share” and, together Bylaws until thereafter amended in accordance with the Class A Sharesprovisions thereof and the DGCL. In connection with the Domestication, eachin accordance with applicable Law and pursuant to the applicable Warrant Agreement, a “each Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into Warrant that is outstanding at the time of the Domestication and exercisable for one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Parent Class A Common Share”); (B) each then issued and outstanding warrant of Parent (a “Parent Warrant”) will Stock shall convert automatically into a warrant to acquire exercisable for one Domesticated share of New Parent Common Share (a “Domesticated Stock. The Company will reasonably cooperate with Parent Warrant”), pursuant with respect to the Warrant Agreement; and (C) each then issued and outstanding unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), Domestication. This Agreement 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 “reorganizationplan of domestication” within the meaning of Section 368(a) 388 of the Code. DGCL such that, among other things, any corporate action to be taken by Parent hereby (i) adopts this Agreement as a “plan of reorganization” within from and after 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 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 making any representation or warranty as to the qualification effective time of the Domestication that is set forth herein shall be deemed authorized, adopted and approved, as a reorganization under Section 368 of applicable, by the Code or Parent Board and Parent Shareholders, as to the effect, if any, that any transaction consummated on, after or prior to the Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreementapplicable, and (B) is responsible for shall not require any adverse Tax consequences that may result if further action by such board of directors or stockholders under the Domestication is determined not to qualify as a reorganization under Section 368 of the CodeDGCL.