Common use of Domestication Clause in Contracts

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

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

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

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