Common use of Domestication Clause in Contracts

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the First Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; and (ii) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) 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 Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent Charter substantially in substantially the form attached as Exhibit A to this AgreementG hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Parent, (i) each then issued and outstanding share of Acquiror Parent Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Parent Common Stock; (ii) each then issued and outstanding share of Acquiror Parent Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Parent Common Stock; (iii) each then issued and outstanding Cayman Acquiror Parent Warrant shall convert automatically into a Domesticated Acquiror Parent Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Parent Unit shall separate and convert automatically into a one share of Domesticated Acquiror UnitParent Common Stock and one-third of one Domesticated Parent Warrant; and (v) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit H hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing completing and making and procuring all those filings required to be made with the Delaware Secretary of State a Certificate of Domestication Jersey Registrar in connection with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and (b) obtaining a certificate of continuance from the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable LawJersey Registrar, (bc) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, Domestication and (cd) obtaining a certificate of de-registration from the Cayman Registrar. 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 further action on the part of any shareholder of Acquiror Shareholder(other than the Acquiror Shareholder Approval), (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall be cancelled and will convert automatically into a one share of Domesticated Acquiror UnitCommon Stock and one-third of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) 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 Acquiror and the Companyparties (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementIncorporation, in each case, in accordance with the provisions thereof and applicable Section 388 of the DGCL Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar under the Companies Law (2018 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the . 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 Acquiror Shareholdershareholders of Parent, (i) each then issued and outstanding share ordinary share, $0.0001 par value, of Acquiror Class A Common Stock shall Parent (a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a share of common stock par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common StockShare”); (ii) each then issued and outstanding share warrant of Acquiror Class B Common Stock shall convert automatically, on Parent (a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii“Parent Warrant”) each then issued and outstanding Cayman Acquiror Warrant shall will convert automatically into a warrant to acquire one Domesticated Acquiror Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit unit of Parent comprised of one Parent Ordinary 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 Acquiror Parent Common Share and one-half of one Domesticated Parent Warrant (a “Domesticated Parent Unit”). 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 acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) 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. Subject to receipt of the Acquiror Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) 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 Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent Charter substantially in substantially the form attached as Exhibit A to this Agreementhereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Parent, (i) each then issued and outstanding share of Acquiror Class A Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Parent Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock Parent Right shall convert automatically, on a one-for-one basis, automatically into a share of Domesticated Acquiror Common StockParent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Cayman Acquiror Warrant Parent Unit shall convert automatically into a one Domesticated Acquiror Warrant, pursuant to the Warrant AgreementParent Unit; and (iv) each then issued Parent’s bylaws from and outstanding Cayman Acquiror Unit after the effective time of the Domestication shall convert automatically into a Domesticated Acquiror Unitbe substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).

Domestication. Subject to the receipt of the Acquiror Parent Shareholder Approval, at the end of the Business Day immediately prior to the Closing Date (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, prior to the Effective Timecommencement of the PIPE Investment), Acquiror shall cause Parent shall, in accordance with Applicable Legal Requirements, any applicable rules and regulations of the SEC and the NYSE and Parent Organizational Documents, effect the Domestication to become effectiveand in furtherance thereof, including by shall (a) filing with file, prior to the Delaware Secretary Closing (and for the avoidance of State doubt, prior to the commencement of the PIPE Investment), a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable LawParent Charter, (b) adopt the Parent Bylaws, and (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable LawApplicable Legal Requirements, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Parent, (i) each then issued and outstanding share of Acquiror Parent Class B Share shall convert automatically, on a one-for-one basis, into a Parent Class A Common Stock Share; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Parent Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Parent Stock; (iii) each then issued and outstanding Cayman Acquiror Parent Warrant shall convert automatically into a Domesticated Acquiror Parent Warrant, pursuant to the Warrant Agreement; Agreement and (iv) each then issued and outstanding Cayman Acquiror Unit unit of Parent shall convert automatically be separated into a its component parts, consisting of one share of Domesticated Acquiror UnitParent Class A Stock and one-half of one Domesticated Parent Warrant.

Domestication. Subject to receipt of the Acquiror Parent Shareholder Approval, prior to the Effective TimeClosing, Acquiror 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 (a) filing with the Delaware Secretary of State a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Post-Closing Parent Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementIncorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, Parent Domestication Documents and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands. 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 Acquiror ShareholderParent shareholder, (i) 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 immediately prior to the effective time of the Domestication, shall be converted into one (1) share of Acquiror New Parent Common Stock and (ii) the governing documents of Parent shall be the Post-Closing Parent Certificate of Incorporation and the Post-Closing Parent Bylaws until thereafter amended in accordance with the provisions thereof and the DGCL. In connection with the Domestication, in accordance with applicable Law and pursuant to the applicable Warrant Agreement, each Parent Warrant that is outstanding at the time of the Domestication and exercisable for one share of Parent Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant warrant exercisable for one share of New Parent Common Stock. The Company will reasonably cooperate with Parent with respect to the Warrant Agreement; Domestication. This Agreement shall constitute a “plan of domestication” within the meaning of Section 388 of the DGCL such that, among other things, any corporate action to be taken by Parent from and (iv) each then issued after the effective time of the Domestication that is set forth herein shall be deemed authorized, adopted and outstanding Cayman Acquiror Unit approved, as applicable, by the Parent Board and Parent Shareholders, as applicable, and shall convert automatically into a Domesticated Acquiror Unitnot require any further action by such board of directors or stockholders under the DGCL.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Acquiror, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall be cancelled and will convert automatically into a one share of Domesticated Acquiror UnitCommon Stock and one-fifth of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Required Trebia Shareholder ApprovalApprovals, no later than the calendar day prior to the Effective Timeday on which the Closing occurs, Acquiror Trebia shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the CompanyS1 Holdco, together with the Trebia Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreementhereto, in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the Trebia Bylaws in substantially the form attached as Exhibit B hereto, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (cd) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Trebia, (i) each then issued Trebia Class A Ordinary Share and outstanding Trebia Class B Ordinary Share (other than the Founder Earnout Shares and the Seller Earnout Shares) will convert automatically into one (1) share of Acquiror Trebia Class A Common Stock shall convert automaticallyStock, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding Founder Earnout Share will convert automatically into one (1) share of Acquiror Trebia Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror D Common Stock; , (iii) each then issued and outstanding Cayman Acquiror Warrant 1,450,000 shares of Trebia Class B Ordinary Shares held by the Founders shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; be forfeited and (iv) each then issued and outstanding Cayman Acquiror Unit shall Trebia Warrant will convert automatically into a Domesticated Acquiror Unitwarrant to acquire one (1) share of Trebia Common Stock.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a be cancelled and will entitle the holder thereof to one share of Domesticated Acquiror Unit.Common Stock and one-half of one Domesticated Acquiror Warrant..

Domestication. Subject to receipt of the Acquiror Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) 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 Acquiror and the Companyparties (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands (the “Cayman Registrar”) in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Parent Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall Parent Ordinary Share will convert automatically, on a one-for-one basis, into a share of common stock par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common StockShare”); and (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Parent Warrant shall will convert automatically into a warrant to acquire one Domesticated Acquiror Parent Common Share (a “Domesticated Parent Warrant”). Each Parent Warrant will continue to have, and be subject to, the same terms and conditions set forth in the warrant agreement (the “Warrant Agreement”), dated as of August 6, 2020, by and between Parent and 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 (or pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unitany similar provision of applicable state, local or foreign Law).

Domestication. Subject to receipt of the Acquiror Required Trebia Shareholder ApprovalApprovals, no later than the calendar day prior to the Effective Timeday on which the Closing occurs, Acquiror Trebia shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the CompanyS1 Holdco, together with the Trebia Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreementhereto, in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the Trebia Bylaws in substantially the form attached as Exhibit B hereto, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (cd) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Trebia, (i) each then issued Trebia Class B Ordinary Share (other than the Founder Earnout Shares and outstanding the Seller Earnout Shares) will convert automatically into one (1) share of Acquiror Trebia Class A Common Stock shall convert automaticallyStock, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding Founder Earnout Share will convert automatically into one (1) share of Acquiror Trebia Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror D Common Stock; , (iii) each then issued and outstanding Cayman Acquiror Warrant 1,450,000 shares of Trebia Class B Ordinary Shares held by the Founders shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; be forfeited and (iv) each then issued and outstanding Cayman Acquiror Unit shall Trebia Warrant will convert automatically into a Domesticated Acquiror Unitwarrant to acquire one (1) share of Trebia Common Stock.

Domestication. Subject to receipt of the Acquiror Shareholder Domestication Approval, prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent in substantially the form attached as Exhibit A to this AgreementAgreement (“Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the bylaws in substantially the form attached as Exhibit B to this Agreement (“Parent Bylaws”), (c) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication, and (cd) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of Companies. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each all then issued and outstanding share of Acquiror Parent Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Delaware Parent Common Stock; (ii) each all then issued and outstanding share of Acquiror Parent Class B Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Delaware Parent Common Stock; provided, however, that with respect to the shares of Parent Class B Ordinary Shares held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Parent Class B Ordinary Shares held by Sponsor a number of shares of Delaware Parent Common Stock equal to the number of shares of Parent Class B Ordinary Shares held by the Sponsor as of immediately prior to the Domestication; (iii) each then issued and outstanding Cayman Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit. Immediately following the Domestication, Acquiror shall have caused each issued and outstanding Domesticated Acquiror Unit to have separated into one share of Domesticated Acquiror Common Stock and one-fourth of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued share of Acquiror Class B Common Stock shall convert automatically, in accordance with the terms of the Acquiror’s amended and restated memorandum and articles of association, into shares of Acquiror Class A Common Stock, (ii) immediately following the conversion described in clause (i), each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; , and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. (a) Subject to receipt of the Acquiror Shareholder Approval, at least one (1) Business Day prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, Law and (b) completing and making and procuring all those filings required to be made with the Cayman Registrar under the Companies Act in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Class A Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Class B Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a be canceled and will entitle the holder thereof to one share of Domesticated Acquiror UnitClass A Stock and one-fifth of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, subject to the vesting provisions set forth in the Sponsor Agreement; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert separate automatically into a share of Domesticated Acquiror UnitCommon Stock, on a one-for-one basis, and one-fourth of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Required Parent Shareholder Approval, on the day prior to the Effective TimeClosing Date, Acquiror Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware 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 Acquiror and the Company, together with the Parent Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementIncorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands under the Companies Act (As Revised) of the Cayman Islands in connection with the Domestication, and receiving confirmation from the Registrar of Companies of the Cayman Islands of receipt thereof and (c) requesting, prior to the Closing, and obtaining (which may occur promptly following the Closing) a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands. Immediately prior to the Closing, Parent shall cause the Parent Bylaws to be in the form attached hereto as Exhibit C until thereafter amended in accordance with the provisions thereof, the Parent Certificate of Incorporation and the DGCL. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Parent Shareholder, (i) each then issued and Parent Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Acquiror Class A Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; and (ii) each then issued and Parent Class B Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Parent Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant . The Company will reasonably cooperate with Parent with respect to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror UnitDomestication.

Domestication. Subject to receipt of the Acquiror Shareholder Approvalapproval of Acquiror’s shareholders, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the Acquiror Bylaws, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (cd) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Acquiror, (i) each then issued and outstanding share of Acquiror Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Acquiror Class A Common Stock; (ii) each then issued and outstanding share of Acquiror Founders Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Founders Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit. written consent, any applicable documents, certificates or filings in connection with the Domestication.

Domestication. Subject to receipt of the Acquiror Shareholder Parent Stockholder Approval, on the Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent substantially in substantially the form attached as Exhibit A to this Agreementhereto (with such changes as may be agreed in writing by Parent and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror ShareholderParent Stockholder, (i) each then issued and outstanding share of Acquiror Parent Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Parent Common Stock; (ii) each then issued and outstanding share of Acquiror Parent Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Parent Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant warrant to acquire a Parent Class A Ordinary Share shall convert automatically into a Domesticated Acquiror Warrantredeemable warrant to acquire one share of Parent Common Stock, pursuant to the Parent Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit unit of Parent shall separate and convert automatically into a Domesticated Acquiror Unitone share of Parent Common Stock and one-third of one redeemable Parent Warrant.

Domestication. Subject to receipt of the Required Acquiror Shareholder Approval, prior to the First Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, and (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, Law and in accordance with the Domestication shall provide that at the effective time Organizational Documents of the DomesticationAcquiror, by virtue of prior to the DomesticationFirst Effective Time, and without any action on the part of any Acquiror Shareholder, (i) immediately prior to the Domestication, each then issued and outstanding share of Acquiror Class B Share shall convert automatically, on a one-for-one basis, into one Acquiror Class A Common Stock Share, and (ii) immediately following the conversion described in clause (i), upon the Domestication, (x) each then issued and outstanding Acquiror Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; , (iiy) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; Agreement and (ivz) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock Share shall convert automatically, on a one-for-automatically into one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock Share shall convert automatically, on a one-for-automatically into one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall separate automatically into one share of Domesticated Acquiror Common Stock, one-half of one Domesticated Acquiror Warrant and one Domesticated Acquiror Right; and (v) each then issued and outstanding Acquiror Right shall convert automatically into a one Domesticated Acquiror UnitRight, pursuant to the terms of the Acquiror Rights Agreement.

Domestication. Subject to receipt of On the Acquiror Shareholder ApprovalClosing Date, prior to the First Effective Time, Acquiror 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 (ai) filing with the Delaware Secretary of State a Certificate certificate of Domestication corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Plum and the Company, together with the Post-Closing Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable LawIncorporation, (bii) completing making all filings and making and procuring all those filings payments required to be made with the Registrar of Companies in the Cayman Registrar Islands in connection with the Domestication, Domestication and (ciii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman RegistrarIslands. In accordance 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 Acquiror Shareholderholder of the issued Plum Shares, Plum shall cause (i) each then Plum Class A Share and each Plum Class B Share that is issued and outstanding share of Acquiror Class A Common Stock shall convert immediately prior to the Domestication to be converted automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A common stock, par value $0.0001 per share, of Plum (collectively, the “New Plum Common Stock; Shares”), (ii) each then issued the Governing Documents of Plum to become the Post-Closing Certificate of Incorporation and outstanding share of Acquiror Class B Common Stock shall convert automaticallythe Post-Closing Bylaws, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; and (iii) each then Plum’s name to be changed to “Sakuu Holdings, Inc.” or such other name as mutually agreed to by Plum and the Company prior to obtaining approval of the holder of the issued Plum Shares and outstanding Cayman Acquiror Warrant set forth in the Post-Closing Certificate of Incorporation. All references to Plum in this Agreement shall convert automatically into include Plum following the Domestication. Plum shall effect the Domestication in such a Domesticated Acquiror Warrantway that the representations and warranties of Plum set forth in Article VI remain true and correct, pursuant in compliance with all applicable Laws and in a matter so as to properly effectuate this Agreement and the Transaction. All filing fees, legal fees and other, costs and expenses for and in relation to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit Domestication shall convert automatically into a Domesticated Acquiror Unitbe borne solely by Plum.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the CompanyCompanies, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, however, that with respect to the shares of Acquiror Class B Common Stock held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding Cayman warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror substantially in substantially the form attached as Exhibit A to this Agreementhereto (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall separate and convert automatically into a one share of Domesticated Acquiror UnitCommon Stock and one-fourth of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, at least one day prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (ii) immediately following the conversion described in clause (i), each then issued and outstanding share of Acquiror Class B A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by by: (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, ; and (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication. Prior to, and (c) obtaining or as promptly as practicable following, the Effective Time, Acquiror shall obtain a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, the shareholders of Acquiror: (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a be cancelled and will entitle the holder thereof to one share of Domesticated Acquiror UnitCommon Stock and one-half of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt At the end of the Acquiror Shareholder ApprovalBusiness Day immediately prior to the Closing Date (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, prior to the Effective Timecommencement of the PIPE Investment), Acquiror shall cause shall, in accordance with Applicable Legal Requirements, any applicable rules and regulations of the SEC and the Exchange (and if different than the Exchange, the NYSE) and Acquiror Organizational Documents, effect the Domestication to become effectiveand in furtherance thereof, including by substantially simultaneously or immediately following the Domestication, shall (a) filing with the Delaware Secretary of State file a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof Charter and applicable Law, (b) completing and making and procuring all those filings required to be made with adopt the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman RegistrarAcquiror Bylaws. In accordance with applicable LawApplicable Legal Requirements, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Acquiror, (i) each then issued and outstanding share of Cayman Acquiror Class B Share shall convert automatically, on a one-for-one basis, into a Cayman Acquiror Class A Common Stock Share; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Cayman Acquiror Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the First Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (iii) each then issued and outstanding Cayman warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) 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 Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class A Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a share of Domesticated Acquiror UnitClass A Common Stock, on a one-for-one basis, and one-third of one Domesticated Acquiror Warrant.

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Domestication. Subject to receipt of the Acquiror Shareholder Domestication Approval, prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent in substantially the form attached as Exhibit A to this AgreementAgreement (“Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the bylaws in substantially the form attached as Exhibit B to this Agreement (“Parent Bylaws”), (c) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication, and (cd) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of Companies. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each all then issued and outstanding share of Acquiror Parent Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Delaware Parent Class A Common Stock; (ii) each all then issued and outstanding share of Acquiror Parent Class B Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Delaware Parent Class B Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit.. Upon or as soon as practicable following the effectiveness of the Domestication, (i) the Parent Board (in their capacities as directors of a Delaware corporation) shall approve and adopt this Agreement and shall fix a record date and time (which date and time shall be approved by the Company and shall be as soon as practicable following the effectiveness of the Domestication) for purposes of determining the holders of Delaware Parent Common Stock entitled to act by consent in accordance with Section 228 of the DGCL to approve and adopt this Agreement and (ii) Parent shall use commercially reasonable efforts to obtain consents from the holders of a majority of the voting power of the outstanding shares of the Delaware Parent Common Stock as of such record date and time to so approve and adopt this Agreement in accordance with the DGCL”

Domestication. Subject to receipt of the Acquiror Shareholder Approval, one Business Day prior to the Effective TimeClosing, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate of Incorporation of Acquiror substantially in substantially the form attached as Exhibit A to this Agreementhereto (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Islands Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall separate and convert automatically into a one share of Domesticated Acquiror UnitCommon Stock and one-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to receipt of the Acquiror Required SPAC Shareholder Approval, prior to the Effective Time, Acquiror SPAC shall cause the Domestication to become effective, including by (a) 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 Acquiror the Company and SPAC (the Company“Certificate of Domestication”), together with the SPAC Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar under the Companies Act (20121 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the . 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 Acquiror Shareholdershareholders of SPAC, (i) each then issued and outstanding share of Acquiror SPAC Class A Common Stock shall Ordinary Share and SPAC Class B Ordinary Share (a “SPAC Ordinary Share”) will convert automatically, on a one-for-one basis, into a share shares of Class A Common Stock par value $0.0001 and Class B Common Stock par value $0.0001, respectively, (the “Domesticated Acquiror SPAC Common Stock”); (ii) each then issued and outstanding share SPAC Warrant shall convert automatically into a warrant to purchase shares of Acquiror Class B Domesticated SPAC Common Stock shall convert automatically(a “Domesticated SPAC Warrant”), on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant SPAC Right shall convert automatically into a right to receive shares of Domesticated Acquiror WarrantSPAC Common Stock (a “Domesticated SPAC Right”), pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror SPAC Unit shall convert automatically into a unit of SPAC, with each such unit representing one share of Domesticated Acquiror SPAC Common Stock, one Domesticated SPAC Warrant and one Domesticated SPAC Right (a “Domesticated SPAC Unit”).

Domestication. Subject to receipt of the Acquiror Shareholder Domestication Approval, prior to the Effective Time, Acquiror Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent in substantially the form attached as Exhibit A to this AgreementAgreement (the “Parent Charter”) , in each case, in accordance with the provisions thereof and applicable Law, (b) 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 DomesticationDomestication as required pursuant to Part XII of the Companies Act, and (cd) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of Companies. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each all then issued and outstanding share of Acquiror Parent Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Delaware Parent Class A Common Stock; (ii) each all then issued and outstanding share of Acquiror Parent Class B Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Delaware Parent Class B Common Stock; (iii) each then issued and outstanding Cayman Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror 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 Common Stock shall be converted, on a one-for-one basis, into one share of Delaware Parent Class A Common Stock.