Common use of Domestication Clause in Contracts

Domestication. Subject to receipt of the Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A 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, 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 shareholder of Parent, (i) each then issued and outstanding share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be 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 receipt of the Parent Acquiror Shareholder Approval, no later than the date that is one day prior to the First Effective Time, Parent Acquiror 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 Parent Acquiror and the Company, together with the Parent Charter Certificate of Incorporation of Acquiror in substantially in the form attached as Exhibit A hereto to this Agreement (with such changes as may be agreed in writing by Parent Acquiror and the Company, the “Parent CharterDomesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, 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 shareholder of ParentAcquiror Shareholder, (i) each then issued and outstanding share of Parent Common Stock Acquiror Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Common Stock; and (ii) each then issued and outstanding Parent Right Acquiror Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into a share of Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be 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”)Acquiror Common Stock.

Domestication. Subject to receipt of the Parent Acquiror Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent Acquiror 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 Parent Acquiror and the Company, together with the Parent Charter Certificate of Incorporation of Acquiror in substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing, 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 shareholder of ParentAcquiror Shareholder, (i) each then issued and outstanding share of Parent Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Common Stock; (ii) each then issued and outstanding Parent Right share of Acquiror Class B Common Stock shall convert automatically automatically, on a one-for-one basis, into a share of Domesticated Parent Right, pursuant to the Rights AgreementAcquiror Common Stock; (iii) each then issued and outstanding Parent 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 one a Domesticated Parent Acquiror Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be 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 receipt of the Parent Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A G 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, 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 shareholder of Parent, (i) each then issued and outstanding share of Parent Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding share of Parent Right Class B Common Stock shall convert automatically automatically, on a one-for-one basis, into a share of Domesticated Parent Right, pursuant to the Rights AgreementCommon Stock; (iii) each then issued and outstanding Parent Unit Warrant shall convert automatically into a Domesticated Parent Warrant, pursuant to the Warrant Agreement; (iv) each then issued and outstanding Parent Unit shall separate and convert automatically into one share of Domesticated Parent Common Stock and one-third of one Domesticated Parent UnitWarrant; and (ivv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B 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 Parent Shareholder Domestication Approval, no later than the date that is one day prior to the Effective Time, 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 Parent and the Company, together with the Certificate of Incorporation of Parent Charter in substantially in the form attached as Exhibit A hereto to this Agreement (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) completingadopting 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 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 shareholder of Parent, (i) each all then issued and outstanding share of Parent Common Stock Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Delaware Parent Common Stock; (ii) all then issued and outstanding Parent Class B Ordinary Shares shall convert automatically, on a one-for-one basis, into 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 warrant of Parent Right shall convert automatically into a Domesticated Delaware Parent Right, pursuant to the Rights AgreementWarrant; and (iiiiv) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated a Delaware Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be 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 receipt of the Parent Shareholder Domestication Approval, no later than the date that is one day prior to the Effective Time, 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 Parent and the Company, together with the Certificate of Incorporation of Parent Charter in substantially in the form attached as Exhibit A hereto to this Agreement (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) completingadopting 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 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 shareholder of Parent, (i) each all then issued and outstanding share of Parent Common Stock Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Delaware Parent Class A Common Stock; (ii) 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 warrant of Parent Right shall convert automatically into a Domesticated Delaware Parent Right, pursuant to the Rights AgreementWarrant; and (iiiiv) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated a 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 (ivii) 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” (d) The Merger Agreement is hereby amended by deleting from Section 7.3(a)(B) the words “facilitate the solicitation by Parent of proxies from the holders of the shares of Delaware Parent Common Stock to approve at the Parent Special Meeting, by the requisite vote of Parent’s bylaws stockholders under the DGCL, Parent’s Charter Documents, the Nasdaq rules and regulations and applicable Law (the “Requisite Parent Stockholder Approval”)” and replacing them with the following: “facilitate the solicitation by Parent of proxies from the holders of Parent Class A Ordinary Shares and after Parent Class B Ordinary Shares to approve at the effective time Parent Special Meeting, by the requisite vote of Parent’s stockholders under the Companies Act, the DGCL, Parent’s Charter Documents, the Nasdaq rules and regulations and applicable Law (the “Requisite Parent Stockholder Approval”)” (e) The Merger Agreement is hereby amended by replacing Exhibit A thereto with Exhibit A attached to this Amendment. (f) Schedule A of the Domestication shall be substantially Merger Agreement is hereby amended by adding the following defined terms and section references to the table set forth therein in the form attached as Exhibit appropriate alphabetical order: “Delaware Parent Class A Common Stock” Recitals “Delaware Parent Class B hereto Common Stock” Recitals (g) Schedule A of the Merger Agreement is hereby amended by deleting the entry for the defined term “Delaware Parent Common Stock” from the table set forth therein and replacing it in its with such changes as may be agreed the following: “Delaware Parent Common Stock” Schedule A (h) Schedule A of the Merger Agreement is hereby amended by adding the following defined term in writing by Parent and the Company, the “Parent Bylaws”).appropriate alphabetical order:

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, no later than and following the surrender and cancellation of the Parent Class B Ordinary Share pursuant to Section 8.10, on the day that is at least one Business Day prior to the date that is one day prior to of the Effective Time, Parent shall cause the Domestication to become effective, including by (a) 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 CompanyCompany (the “Certificate of Domestication”), together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (b) completing, completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Registrar Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. . (b) In accordance with applicable Law, the Certificate of Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parent, Parent Shareholder: (i) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Parent Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Parent Common StockParent; (ii) each then issued and outstanding Parent Right Warrant shall convert automatically into a become exercisable for one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Parent RightWarrant”), pursuant to the Rights Parent Warrant Agreement; and (iii) 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 and one-half of one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be 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”)Warrant.

Domestication. Subject to receipt of the Parent Required Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall the Purchaser will cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate Nevada Articles of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent the Purchaser and the CompanySeller, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Nevada Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) 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 shareholder of Parentthe Purchaser, (i) each then issued and outstanding share of Parent Common Stock Purchaser Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Class A Purchaser Common Stock; (ii) each then issued and outstanding Parent Right Purchaser Warrant shall convert continue automatically into as a Domesticated Parent Right, pursuant to the Rights AgreementPurchaser Warrant; (iii) each then issued and outstanding Parent Purchaser Unit shall convert separate automatically into one share of Domesticated Parent UnitClass A Purchaser Common Stock and one Domesticated Purchaser Warrant; and (iv) Parentthe Purchaser’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent to between the Purchaser and the Company, the “Parent Bylaws”)Seller.

Domestication. Subject to receipt At the end of the Parent Shareholder Approval, no later than the date that is one day Business Day immediately prior to the Effective TimeClosing Date (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, Parent shall cause prior to the commencement of the PIPE Investment), Acquiror 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 Secretary of State of the State of Delaware file a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Parent Acquiror Charter substantially in the form attached as Exhibit A 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, 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 shareholder of ParentAcquiror, (i) each then issued and outstanding share of Parent Common Stock Cayman Acquiror Class B Share shall convert automatically, on a one-for-one basis, into a Cayman Acquiror Class A 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 Parent Acquiror Class A Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit Cayman Acquiror Warrant shall convert automatically into one a Domesticated Parent Unit; and (iv) Parent’s bylaws from and after Acquiror Warrant, pursuant to the effective time of the Domestication shall be 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”)Warrant Agreement.

Domestication. Subject to receipt of the Parent Shareholder Stockholder Approval, no later than on the date that is one day Business Day prior to the Effective TimeClosing Date, 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 Parent and the Company, together with the Certificate of Incorporation of Parent Charter substantially in the form attached as Exhibit A 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, 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 shareholder of ParentParent Stockholder, (i) each then issued and outstanding share of Parent Common Stock Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into a Domesticated one share of Parent Right, pursuant to the Rights AgreementCommon Stock; (iii) each then issued and outstanding warrant to acquire a Parent Unit Class A Ordinary Share shall convert automatically into a redeemable warrant to acquire one Domesticated share of Parent UnitCommon Stock, pursuant to the Parent Warrant Agreement; and (iv) Parent’s bylaws from each then issued and after the effective time outstanding unit of the Domestication Parent shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by separate and convert automatically into one share of Parent Common Stock and the Company, the “one-third of one redeemable Parent Bylaws”)Warrant.

Domestication. Subject to receipt of the Parent Shareholder Stockholder Approval, no later than the date that is one day prior to the Effective TimeClosing, 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 Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (b) completing, completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands under Cayman Islands Companies Law (as amended) in connection with the Domestication Domestication, and (c) obtaining 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 shareholder of ParentParent Stockholder, (i) each then issued and outstanding Class A ordinary share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant immediately prior to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in converted into one (1) share of Parent Class A Common Stock and (ii) each Class B ordinary share of Parent outstanding immediately prior to the form attached as Exhibit B hereto effective time of the Domestication shall be converted into one (1) share of Parent Class A Common Stock. The Company will reasonably cooperate with such changes as may be agreed in writing by Parent and with respect to the CompanyDomestication. In connection with the Domestication, the Parent will change its name to “Parent BylawsHims & Hers Health, Inc.”).