Common use of Governing Documents; Directors and Officers Clause in Contracts

Governing Documents; Directors and Officers. (a) At the FTAC Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation shall be amended to read the same as the bylaws of FTAC Merger Sub as in effect immediately prior to the FTAC Effective Time. At the FTAC Effective Time, the board of directors and officers of FTAC Merger Sub shall be the board of directors and officers of the FTAC Surviving Corporation. (b) At the Tempo Effective Time, by virtue of the Tempo Merger and in accordance with the DLLCA, the Tempo LLCA shall be amended and restated in its entirety to be substantially in the form attached hereto as Exhibit I (the “Tempo Operating Agreement”), and, as so amended and restated, shall from and after the Tempo Effective Time be the limited liability company agreement of the Tempo Surviving Entity until duly amended in accordance with its terms and the DLLCA. At the Tempo Effective Time, the officers of Tempo immediately prior to the Tempo Merger shall continue as the officers of the Tempo Surviving Entity, each to hold office in accordance with the Tempo Operating Agreement. (c) At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the DLLCA and the DRULPA, if and as applicable, (i) the certificate of formation, certificate of incorporation or certificate of limited partnership, as applicable, of Xxxxx Xxxxxxx 0, Xxxxx Xxxxxxx 2, Tempo Blocker 3 and Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Tempo Blocker 5, which shall take the place of Tempo Blocker 4), each as in effect immediately prior to the effective time of the applicable Blocker Merger, shall become the certificate of formation, certificate of incorporation or certificate of limited partnership, as applicable, of Surviving Tempo Blocker 1, Surviving Tempo Blocker 2, Surviving Tempo Blocker 3 and Surviving Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Surviving Tempo Blocker 5), respectively, except that (A) the certificate of formation of Tempo Blocker 1 shall be amended such that the name of the Surviving Tempo Blocker 1 is “Alight Blocker 1 LLC”, (B) the certificate of formation of Tempo Blocker 2 shall be amended such that the name of Surviving Tempo Blocker 2 is “Alight Blocker 2 LLC”, (C) the certificate of limited partnership of Tempo Blocker 3 shall be amended such that the name of Surviving Tempo Blocker 3 is “Alight Blocker 3 LP”, and (D) either (x) the certificate of limited partnership or certificate of formation, as applicable, of Tempo Blocker 4 shall be amended such that the name of Surviving Tempo Blocker 4 is “Alight Blocker 4 LP” or “Alight Blocker 4 LLC” (as applicable) and as otherwise agreed between Tempo and FTAC or (y) if the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, the certificate of limited partnership of Tempo Blocker 5 shall be amended such that the name of the Surviving Tempo Blocker 5 is “Alight Blocker 4 LP” and (ii) (A) the limited liability company agreement of Tempo Blocker 1 and Tempo Blocker 2 shall be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited liability company agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Operating Agreement”), (B) the limited partnership agreement, of Tempo Blocker 3 and, if the Blocker NM Pre-Closing Reorganization is not consummated prior to the Closing, Tempo Blocker 5 shall be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited partnership agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Partnership Agreement”) and (C) if the Blocker NM Pre-Closing Reorganization is consummated prior to the Closing, the limited partnership agreement or limited liability company agreement, as applicable, of Tempo Blocker 4 shall be amended and restated in the form as agreed by Tempo and FTAC, and, as so amended and restated, shall from and after the effective time of such Blocker Merger be the limited liability company agreement or the limited partnership agreement of the applicable Blocker Surviving Entity, until duly amended in accordance with its terms and the DLLCA, DRULPA or DGCL, as applicable. Surviving Tempo Blocker 1 and Surviving Tempo Blocker 2 (and, if it is a limited liability company, Surviving Tempo Blocker 4) shall be “member managed” by the Company as their sole member in accordance with the applicable Surviving Blocker Operating Agreement and the DLLCA and, at the applicable Blocker Merger Effective Time and pursuant to the Surviving Blocker Partnership Agreement, the FTAC Surviving Entity (or such other Person as mutually agreed by FTAC and Tempo prior to the Closing Date) shall be admitted as the general partner of Surviving Tempo Blocker 3 and, if applicable, Surviving Tempo Blocker 4 (if it is a limited partnership) or Surviving Tempo Blocker 5. (d) The Company Charter and the Company Bylaws shall continue in effect as amended and restated prior to the PIPE Investment and the Additional Cannae Subscription until thereafter duly amended in accordance with their terms and the DGCL.

Governing Documents; Directors and Officers. (a) At the FTAC Fathom Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation shall be amended to read the same as the bylaws of FTAC Merger Sub as in effect immediately prior to the FTAC Effective Time. At the FTAC Effective Time, the board of directors and officers of FTAC Merger Sub shall be the board of directors and officers of the FTAC Surviving Corporation. (b) At the Tempo Effective Time, by virtue of the Tempo Fathom Merger and in accordance with the DLLCA, the Tempo Fathom LLCA shall be amended and restated in its entirety to be substantially in the form as set forth on Exhibit G attached hereto as Exhibit I (the “Tempo Fathom Operating Agreement”), and, as so amended and restated, shall from and after the Tempo Fathom Effective Time be the limited liability company agreement of the Tempo Fathom Surviving Entity until duly amended in accordance with its terms and the DLLCA. At the Tempo Fathom Effective Time, the officers of Tempo Fathom immediately prior to the Tempo Fathom Merger shall continue as the officers of the Tempo Fathom Surviving Entity, each to hold office in accordance with the Tempo Fathom Operating Agreement. (cb) At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the DLLCA and the DRULPADLLCA, if and as applicable, (i) the certificate of formationformation of Fathom Blocker 1, certificate of incorporation or certificate of limited partnership, as applicable, of Xxxxx Xxxxxxx 0, Xxxxx Xxxxxxx 2, Tempo Fathom Blocker 3 2 and Tempo Fathom Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Tempo Blocker 5, which shall take the place of Tempo Blocker 4)3, each as in effect immediately prior to the effective time of the applicable Blocker Merger, shall become the certificate of formation, certificate of incorporation or certificate of limited partnership, as applicable, formation of Surviving Tempo Fathom Blocker 1, Surviving Tempo Fathom Blocker 2, Surviving Tempo Blocker 3 2 and Surviving Tempo Fathom Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Surviving Tempo Blocker 5), respectively, except that (A) the certificate of formation of Tempo Blocker 1 shall be amended such that the name of the Surviving Tempo Blocker 1 is “Alight Blocker 1 LLC”, (B) the certificate of formation of Tempo Blocker 2 shall be amended such that the name of Surviving Tempo Blocker 2 is “Alight Blocker 2 LLC”, (C) the certificate of limited partnership of Tempo Blocker 3 shall be amended such that the name of Surviving Tempo Blocker 3 is “Alight Blocker 3 LP”3, and (D) either (x) the certificate of limited partnership or certificate of formation, as applicable, of Tempo Blocker 4 shall be amended such that the name of Surviving Tempo Blocker 4 is “Alight Blocker 4 LP” or “Alight Blocker 4 LLC” (as applicable) and as otherwise agreed between Tempo and FTAC or (y) if the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, the certificate of limited partnership of Tempo Blocker 5 shall be amended such that the name of the Surviving Tempo Blocker 5 is “Alight Blocker 4 LP” and (ii) (A) the limited liability company agreement of Tempo Fathom Blocker 1 and Tempo 1, Fathom Blocker 2 and Fathom Blocker 3 shall be amended and restated in its entirety to be in the form agreed by Tempo Fathom and FTAC Altimar (together with any limited liability company agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Operating Agreement”). Surviving Fathom Blocker 1, (B) the limited partnership agreement, of Tempo Surviving Fathom Blocker 2 and Surviving Fathom Blocker 3 and, if the Blocker NM Pre-Closing Reorganization is not consummated prior to the Closing, Tempo Blocker 5 shall be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited partnership agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Partnership Agreement”) and (C) if the Blocker NM Pre-Closing Reorganization is consummated prior to the Closing, the limited partnership agreement or limited liability company agreement, as applicable, of Tempo Blocker 4 shall be amended and restated in the form as agreed by Tempo and FTAC, and, as so amended and restated, shall from and after the effective time of such Blocker Merger be the limited liability company agreement or the limited partnership agreement of the applicable Blocker Surviving Entity, until duly amended in accordance with its terms and the DLLCA, DRULPA or DGCL, as applicable. Surviving Tempo Blocker 1 and Surviving Tempo Blocker 2 (and, if it is a limited liability company, Surviving Tempo Blocker 4) shall be “member managed” by the Company Altimar as their sole member in accordance with the applicable Surviving Blocker Operating Agreement and the DLLCA and, at DLLCA. (c) At the applicable Blocker Altimar Merger Effective Time Time, by virtue of such Blocker Altimar Merger and pursuant to in accordance with the DGCL and the DLLCA, if and as applicable, (i) the Altimar Charter shall become the certificate of incorporation of Surviving Altimar Entity, and (ii) the Altimar Bylaws shall become the bylaws of the Surviving Blocker Partnership Agreement, the FTAC Surviving Entity (or such other Person as mutually agreed by FTAC and Tempo prior to the Closing Date) shall be admitted as the general partner of Surviving Tempo Blocker 3 and, if applicable, Surviving Tempo Blocker 4 (if it is a limited partnership) or Surviving Tempo Blocker 5Altimar Entity. (d) The Company Altimar Charter and the Company Altimar Bylaws shall continue in effect as amended and restated prior to the PIPE Investment and the Additional Cannae Subscription until thereafter duly amended in accordance with their terms and the DGCL.

Governing Documents; Directors and Officers. (a) At the FTAC Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation shall be amended to read the same as the bylaws of FTAC Merger Sub as in effect immediately prior to the FTAC Effective Time. At the FTAC Effective Time, the board of directors and officers of FTAC Merger Sub shall be the board of directors and officers of the FTAC Surviving Corporation. (b) At the Tempo Effective Time, by virtue of the Tempo Merger and in accordance with the DLLCA, the Tempo LLCA shall be amended and restated in its entirety to be substantially in the form attached hereto as Exhibit I (the “Tempo Operating Agreement”), and, as so amended and restated, shall from and after the Tempo Effective Time be the limited liability company agreement of the Tempo Surviving Entity until duly amended in accordance with its terms and the DLLCA. At the Tempo Effective Time, the officers of Tempo immediately prior to the Tempo Merger shall continue as the officers of the Tempo Surviving Entity, each to hold office in accordance with the Tempo Operating Agreement. (c) At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the DLLCA Trebia Organizational Documents in effect at the Blocker Merger Effective Time shall be the organizational documents of Trebia as the surviving entity of each Blocker Merger. (b) At the Protected Effective Time, by virtue of the Protected Merger and in accordance with the DRULPA, if and as applicableDGCL, (i) the certificate of formation, incorporation of Protected will be the certificate of incorporation or certificate of limited partnership, as applicable, the Protected Surviving Entity and (ii) the bylaws of Xxxxx Xxxxxxx 0, Xxxxx Xxxxxxx 2, Tempo Blocker 3 and Tempo Blocker 4 (or, in Protected will be the event that bylaws of the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Tempo Blocker 5, which shall take the place of Tempo Blocker 4), each Protected Surviving Entity as in effect immediately prior to the effective time Protected Effective Time. At the Protected Effective Time, the board of directors and officers of Trebia Merger Sub will be the board of directors and officers of the applicable Blocker MergerProtected Surviving Entity. (c) At the Trebia LLC Effective Time, shall become the certificate of formation, certificate of incorporation or certificate of limited partnership, as applicable, of Surviving Tempo Blocker 1, Surviving Tempo Blocker 2, Surviving Tempo Blocker 3 and Surviving Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Surviving Tempo Blocker 5), respectively, except that (A) the certificate of formation of Tempo Blocker 1 shall be amended such that the name by virtue of the Surviving Tempo Blocker 1 is “Alight Blocker 1 LLC”, (B) LLC Merger and in accordance with the certificate of formation of Tempo Blocker 2 shall be amended such that the name of Surviving Tempo Blocker 2 is “Alight Blocker 2 LLC”, (C) the certificate of limited partnership of Tempo Blocker 3 shall be amended such that the name of Surviving Tempo Blocker 3 is “Alight Blocker 3 LP”, and (D) either (x) the certificate of limited partnership or certificate of formation, as applicable, of Tempo Blocker 4 shall be amended such that the name of Surviving Tempo Blocker 4 is “Alight Blocker 4 LP” or “Alight Blocker 4 LLC” (as applicable) and as otherwise agreed between Tempo and FTAC or (y) if the Blocker NM Pre-Closing Reorganization has not been consummated prior to the ClosingDLLCA, the certificate of limited partnership of Tempo Blocker 5 shall be amended such that the name of the Surviving Tempo Blocker 5 is “Alight Blocker 4 LP” and (ii) (A) the limited liability company operating agreement of Tempo Blocker 1 and Tempo Blocker 2 shall Protected Holding LLC will be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited liability company operating agreement of Surviving Tempo Blocker 4 pursuant to clause Trebia Merger Sub LLC (C), each, a the “Surviving Blocker Protected Holding LLC Operating Agreement”), (B) the limited partnership agreement, of Tempo Blocker 3 and, if the Blocker NM Pre-Closing Reorganization is not consummated prior to the Closing, Tempo Blocker 5 shall be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited partnership agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Partnership Agreement”) and (C) if the Blocker NM Pre-Closing Reorganization is consummated prior to the Closing, the limited partnership agreement or limited liability company agreement, as applicable, of Tempo Blocker 4 shall be amended and restated in the form as agreed by Tempo and FTAC, and, as so amended and restated, shall from and after the effective time of such Blocker Merger be the limited liability company agreement or the limited partnership agreement of the applicable Blocker Surviving Entity, until duly amended in accordance with its terms and the DLLCA, DRULPA or DGCL, as applicable. Surviving Tempo Blocker 1 and Surviving Tempo Blocker 2 (and, if it is a limited liability company, Surviving Tempo Blocker 4) shall Protected Holding LLC will be “member managed” by Trebia (and after the Company Protected Contribution, by S1 Holdco) as their its sole member in accordance with the applicable Surviving Blocker Protected Holding LLC Operating Agreement and the DLLCA and, at the applicable Blocker Merger Effective Time and pursuant to the Surviving Blocker Partnership Agreement, the FTAC Surviving Entity (or such other Person as mutually agreed by FTAC and Tempo prior to the Closing Date) shall be admitted as the general partner of Surviving Tempo Blocker 3 and, if applicable, Surviving Tempo Blocker 4 (if it is a limited partnership) or Surviving Tempo Blocker 5DLLCA. (d) The Company Charter At the Fxxxx-LLC Effective Time, by virtue of the Fxxxx-LLC Merger and the Company Bylaws shall continue in effect as amended and restated prior to the PIPE Investment and the Additional Cannae Subscription until thereafter duly amended in accordance with their terms the DLLCA, the Protected Holding LLC Operating Agreement will be the operating agreement of Txxxxx Xxxxx LLC. Protected Holding LLC will be “member managed” by Trebia (and after the Protected Contribution, by S1 Holdco) as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DGCLDLLCA. (e) At the LLC-Midco Effective Time, by virtue of the LLC-Midco Merger and in accordance with the DLLCA, the Protected Holding LLC Operating Agreement will be the operating agreement of S1 Midco. Protected Holding LLC will be “member managed” by S1 Holdco as its sole member in accordance with the Protected Holding LLC Operating Agreement and the DLLCA.

Governing Documents; Directors and Officers. (a) At the FTAC Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation shall be amended to read the same as the bylaws of FTAC Merger Sub as in effect immediately prior to the FTAC Effective Time. At the FTAC Effective Time, the board of directors and officers of FTAC Merger Sub shall be the board of directors and officers of the FTAC Surviving Corporation. (b) At the Tempo Effective Time, by virtue of the Tempo Merger and in accordance with the DLLCA, the Tempo LLCA shall be amended and restated in its entirety to be substantially in the form attached hereto as Exhibit I (the “Tempo Operating Agreement”), and, as so amended and restated, shall from and after the Tempo Effective Time be the limited liability company agreement of the Tempo Surviving Entity until duly amended in accordance with its terms and the DLLCA. At the Tempo Effective Time, the officers of Tempo immediately prior to the Tempo Merger shall continue as the officers of the Tempo Surviving Entity, each to hold office in accordance with the Tempo Operating Agreement. (c) At the applicable Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the DLLCA and the DRULPA, if and as applicable, (i) the certificate of formation, certificate of incorporation formation or certificate of limited partnership, as applicable, of Xxxxx Xxxxxxx 0, Xxxxx Xxxxxxx 2, Tempo Blocker 3 and Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Tempo Blocker 5, which shall take the place of Tempo Blocker 4), each as in effect immediately prior to the effective time of the applicable Blocker Merger, shall become the certificate of formation, certificate of incorporation or certificate of limited partnership, as applicable, formation of Surviving Tempo Blocker 1, Surviving Tempo Blocker 2, Surviving Tempo Blocker 3 and Surviving Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Surviving Tempo Blocker 5)4, respectively, except that (A) the certificate of formation of Tempo Blocker 1 shall be amended such that the name of the Surviving Tempo Blocker 1 is “Alight Blocker 1 LLC”, (B) the certificate of formation of Tempo Blocker 2 shall be amended such that the name of the Surviving Tempo Blocker 2 is “Alight Blocker 2 LLC”, (C) the certificate of limited partnership of Tempo Blocker 3 shall be amended such that the name of Surviving Tempo Blocker 3 is “Alight Blocker 3 LP”, LLC” and (D) either (x) the certificate of limited partnership or certificate of formation, as applicable, of Tempo Blocker 4 shall be amended such that the name of the Surviving Tempo Blocker 4 is “Alight Blocker 4 LP” or “Alight Blocker 4 LLC” (as applicable) and as otherwise agreed between Tempo and FTAC or (y) if the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, the certificate of limited partnership of Tempo Blocker 5 shall be amended such that the name of the Surviving Tempo Blocker 5 is “Alight Blocker 4 LP” and (ii) (A) the limited liability company agreement of Tempo Blocker 1 and Tempo Blocker 2 shall be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited liability company agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Operating Agreement”), (B) and the limited partnership agreement, of Tempo Blocker 3 and, if the Blocker NM Pre-Closing Reorganization is not consummated prior to the Closing, and Tempo Blocker 5 4 shall be amended and restated in its entirety to be in the form agreed by Tempo and FTAC (together with any limited partnership agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Partnership Agreement”) and (C) if the Blocker NM Pre-Closing Reorganization is consummated prior to the Closing, the limited partnership agreement or limited liability company agreement, as applicable, of Tempo Blocker 4 shall be amended and restated in the form as agreed by Tempo and FTAC), and, as so amended and restated, shall from and after the effective time of such Blocker Merger be the limited liability company agreement or the limited partnership agreement of the applicable Blocker Surviving Entity, until duly amended in accordance with its terms and the DLLCA, DRULPA DLLCA or DGCLDRULPA, as applicable. Surviving Tempo Blocker 1 and Surviving Tempo Blocker 2 (and, if it is a limited liability company, Surviving Tempo Blocker 4) shall be “member managed” by the Company as their sole member in accordance with the applicable Surviving Blocker Operating Agreement and the DLLCA and, at the applicable Blocker Merger Effective Time and pursuant to the Surviving Blocker Partnership Agreement, the FTAC Surviving Entity (or such other Person as mutually agreed by FTAC and Tempo prior to the Closing Date) shall be admitted as the general partner of Surviving Tempo Blocker 3 and, if applicable, and Surviving Tempo Blocker 4 (if it is a limited partnership) or Surviving Tempo Blocker 54. (d) The Company Charter and the Company Bylaws shall continue in effect as amended and restated prior to the PIPE Investment and the Additional Cannae Subscription until thereafter duly amended in accordance with their terms and the DGCL.

Governing Documents; Directors and Officers. (a) At the FTAC DealerSocket Effective Time, by virtue of the FTAC Merger and in accordance with the DGCL, (i) the certificate of incorporation of the FTAC Surviving Corporation shall be amended and restated in the form agreed by Tempo and FTAC and (ii) the bylaws of the FTAC Surviving Corporation DealerSocket Entity shall be amended to read the same as the certificate of incorporation and bylaws of FTAC Merger Sub 1 as in effect immediately prior to the FTAC DealerSocket Effective Time. At , except that the FTAC name of the Surviving DealerSocket Entity shall be “Ousland Holdings, Inc.” Immediately after the DealerSocket Effective Time, the board of directors and officers of FTAC Merger Sub the Surviving DealerSocket Entity shall be the board of directors and officers of Merger Sub 1 immediately prior to the FTAC Surviving CorporationDealerSocket Effective Time. (b) At the Tempo Effective Time, by virtue of the Tempo Merger and in accordance with the DLLCA, the Tempo LLCA shall be amended and restated in its entirety to be substantially in the form attached hereto as Exhibit I (the “Tempo Operating Agreement”), and, as so amended and restated, shall from and after the Tempo Effective Time be the limited liability company agreement of the Tempo Surviving Entity until duly amended in accordance with its terms and the DLLCA. At the Tempo Omnitracs 1 Blocker Effective Time, the officers certificate of Tempo incorporation and bylaws of the Surviving Omnitracs 1 Blocker Entity shall be amended to read the same as the certificate of incorporation and bylaws of Merger Sub 2 as in effect immediately prior to the Tempo Merger Omnitracs 1 Blocker Effective Time, except that the name of the Surviving Omnitracs 1 Blocker Entity shall continue as be “VEPF IV AIV VI Corp.”. Immediately after the Omnitracs 1 Blocker Effective Time, the board of directors and officers of the Tempo Surviving Entity, each Omnitracs 1 Blocker Entity shall be the board of directors and officers of Merger Sub 2 immediately prior to hold office in accordance with the Tempo Operating AgreementOmnitracs 1 Blocker Effective Time. (c) At the applicable Omnitracs 2 Blocker Merger Effective Time, by virtue of such Blocker Merger and in accordance with the DGCL, the DLLCA and the DRULPA, if and as applicable, (i) the certificate of formation, incorporation and bylaws of the Surviving Omnitracs 2 Blocker Entity shall be amended to read the same as the certificate of incorporation or certificate and bylaws of limited partnership, as applicable, of Xxxxx Xxxxxxx 0, Xxxxx Xxxxxxx 2, Tempo Blocker Merger Sub 3 and Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Tempo Blocker 5, which shall take the place of Tempo Blocker 4), each as in effect immediately prior to the effective time of the applicable Omnitracs 2 Blocker Merger, shall become the certificate of formation, certificate of incorporation or certificate of limited partnership, as applicable, of Surviving Tempo Blocker 1, Surviving Tempo Blocker 2, Surviving Tempo Blocker 3 and Surviving Tempo Blocker 4 (or, in the event that the Blocker NM Pre-Closing Reorganization has not been consummated prior to the Closing, Surviving Tempo Blocker 5), respectivelyEffective Time, except that (A) the certificate of formation of Tempo Blocker 1 shall be amended such that the name of the Surviving Tempo Omnitracs 2 Blocker 1 is “Alight Blocker 1 LLC”, (B) the certificate of formation of Tempo Blocker 2 Entity shall be amended such that “VEPF IV AIV VI Corp. (Cayman)”. Immediately after the name Omnitracs 2 Blocker Effective Time, the board of directors and officers of the Surviving Tempo Omnitracs 2 Blocker 2 is “Alight Blocker 2 LLC”, (C) the certificate of limited partnership of Tempo Blocker 3 Entity shall be amended such that the name board of Surviving Tempo Blocker directors and officers of Merger Sub 3 is “Alight Blocker 3 LP”, and (D) either (x) the certificate of limited partnership or certificate of formation, as applicable, of Tempo Blocker 4 shall be amended such that the name of Surviving Tempo Blocker 4 is “Alight Blocker 4 LP” or “Alight Blocker 4 LLC” (as applicable) and as otherwise agreed between Tempo and FTAC or (y) if the Blocker NM Pre-Closing Reorganization has not been consummated immediately prior to the ClosingOmnitracs 2 Blocker Effective Time. (d) At the Omnitracs 3 Blocker Effective Time, the certificate of limited partnership incorporation and bylaws of Tempo the Surviving Omnitracs 3 Blocker 5 Entity shall be amended such to read the same as the certificate of incorporation and bylaws of Merger Sub 4 as in effect immediately prior to the Omnitracs 3 Blocker Effective Time, except that the name of the Surviving Tempo Omnitracs 3 Blocker 5 is Entity shall be “Alight VEPF IV Co-Invest 2-A Corp (Cayman)”. Immediately after the Omnitracs 3 Blocker Effective Time, the board of directors and officers of the Surviving Omnitracs 3 Blocker Entity shall be the board of directors and officers of Merger Sub 4 LP” immediately prior to the Omnitracs 3 Blocker Effective Time. (e) At the Omnitracs 4 Blocker Effective Time, the certificate of incorporation and (ii) (A) bylaws of the limited liability company agreement of Tempo Surviving Omnitracs 4 Blocker 1 and Tempo Blocker 2 Entity shall be amended to read the same as the certificate of incorporation and restated bylaws of Merger Sub 5 as in its entirety to be in the form agreed by Tempo and FTAC (together with any limited liability company agreement of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Operating Agreement”), (B) the limited partnership agreement, of Tempo Blocker 3 and, if the Blocker NM Pre-Closing Reorganization is not consummated effect immediately prior to the ClosingOmnitracs 4 Blocker Effective Time, Tempo except that the name of the Surviving Omnitracs 4 Blocker 5 Entity shall be amended “VEPF IV Co-Invest 2-A Corp.”. Immediately after the Omnitracs 4 Blocker Effective Time, the board of directors and restated in its entirety to officers of the Surviving Omnitracs 4 Blocker Entity shall be in the form agreed by Tempo board of directors and FTAC (together with any limited partnership agreement officers of Surviving Tempo Blocker 4 pursuant to clause (C), each, a “Surviving Blocker Partnership Agreement”) and (C) if the Blocker NM Pre-Closing Reorganization is consummated Merger Sub 5 immediately prior to the Closing, the limited partnership agreement or limited liability company agreement, as applicable, of Tempo Omnitracs 4 Blocker 4 shall be amended and restated in the form as agreed by Tempo and FTAC, and, as so amended and restated, shall from and after the effective time of such Blocker Merger be the limited liability company agreement or the limited partnership agreement of the applicable Blocker Surviving Entity, until duly amended in accordance with its terms and the DLLCA, DRULPA or DGCL, as applicable. Surviving Tempo Blocker 1 and Surviving Tempo Blocker 2 (and, if it is a limited liability company, Surviving Tempo Blocker 4) shall be “member managed” by the Company as their sole member in accordance with the applicable Surviving Blocker Operating Agreement and the DLLCA and, at the applicable Blocker Merger Effective Time and pursuant to the Surviving Blocker Partnership Agreement, the FTAC Surviving Entity (or such other Person as mutually agreed by FTAC and Tempo prior to the Closing Date) shall be admitted as the general partner of Surviving Tempo Blocker 3 and, if applicable, Surviving Tempo Blocker 4 (if it is a limited partnership) or Surviving Tempo Blocker 5Time. (d) The Company Charter and the Company Bylaws shall continue in effect as amended and restated prior to the PIPE Investment and the Additional Cannae Subscription until thereafter duly amended in accordance with their terms and the DGCL.