Common use of Domestication Clause in Contracts

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Section 388 of the DGCL Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act Law (2018 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 shareholder (collectivelyshareholders of Parent, the “Conversion”): (i) (A) 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 Stock, and (B) the transfer books of Acquiror shall record such conversionShare”); provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B“Parent Warrant”) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall will convert automatically into a warrant to acquire one Domesticated Acquiror Parent Common Share (a “Domesticated Parent Warrant”), pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with ”). For U.S. federal income tax purposes, the Domestication Certificate is intended to constitute a “reorganization” within the meaning of Incorporation. Section 368(a) of the Code. Parent hereby (ci) For the avoidance of doubt, any reference in 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 shares file and retain such information as shall be required under Section 1.368-3 of Acquiror Class A Common Stock the United States Treasury Regulations with respect to the Domestication, and Acquiror Class B Common Stock(iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, collectively, for periods from and after except if otherwise required by a “determination” within the Domestication will be deemed to include the shares meaning of Domesticated Acquiror Common StockCode 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 will occur immediately 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 Mergers 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 and all other purposesconsequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act in connection with the DomesticationAct, and (iii) obtaining a certificate of de-registration from the Registrar Cayman Registrar. The Certificate of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyshareholders of Parent, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall ordinary share, $0.0001 par value, of Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common Stock, and Share”); (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share warrant of Acquiror Class B Common Stock shall Parent (a “Parent Warrant”) will convert automatically, on a one-for-one basis, automatically into a share of warrant to acquire one Domesticated Acquiror Parent Common StockShare (a “Domesticated Parent Warrant”), (B) pursuant to the transfer books of Acquiror shall record such conversion Warrant Agreement; and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit of Parent, with each such unit representing one Domesticated Acquiror Warrant, pursuant to the Acquiror Parent Common Share and one Domesticated Parent Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a “Domesticated Acquiror Parent Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation”). (cb) For U.S. federal income tax purposes, the avoidance Domestication is intended to constitute a “reorganization” within the meaning of doubt, any reference in 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 shares file and retain such information as shall be required under Section 1.368-3 of Acquiror Class A Common Stock the United States Treasury Regulations with respect to the Domestication, and Acquiror Class B Common Stock(iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, collectively, for periods from and after except if otherwise required by a “determination” within the Domestication will be deemed to include the shares meaning of Domesticated Acquiror Common StockCode 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 will occur immediately 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 Mergers Domestication has or may have on any such reorganization status. Each of the parties acknowledges and agrees that each (A) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (B) is responsible for any adverse Tax and all other purposesconsequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to obtaining prior receipt of the Acquiror Stockholders’ Shareholder Approval, on the Closing Date prior to the Effective TimeClosing, Acquiror SPAC shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in Islands Act. In connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then SPAC Class A Share that is 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal immediately prior to the redemption price provided Domestication ((x) including, for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference SPAC Class A Share issued pursuant to Section 2.01(b) and (y) excluding, for the avoidance of doubt, any SPAC Class A Share that is redeemed pursuant to Section 2.01(a)) shall become one share of SPAC Class A Common Stock, (ii) each SPAC Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of SPAC Class A Common Stock at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement, in accordance with the terms of the applicable SPAC Warrant, (iii) the Organizational Documents of SPAC shall be amended and restated such that the certificate of incorporation of SPAC shall be substantially in the form attached hereto as Exhibit F (the “SPAC Certificate of Incorporation”), and the bylaws of SPAC shall be substantially in the form attached hereto as Exhibit G (the “SPAC Bylaws”), and (v) SPAC’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 shares the Closing, the SPAC will promptly after termination change its name to a name that does not use the name “Sunergy” or any similar name (if applicable)); provided, however, that, (A) in the case of Acquiror clause (iii), each of the parties acknowledges and agrees that each of the SPAC Certificate of Incorporation and the SPAC Bylaws shall be appropriately revised so as not to implement any amendments to the Organizational Documents of SPAC contemplated by the SPAC Certificate of Incorporation and the SPAC Bylaws that are not adopted and approved by the shareholders of SPAC at the SPAC Shareholders’ Meeting and (B) in connection with clauses (i) and (iii), each issued and outstanding SPAC Unit that has not been previously separated into the underlying SPAC Class A Shares and underlying 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 SPAC Class A Common Stock and Acquiror (y) one-half of one warrant representing the right to purchase one share of SPAC Class B A Common Stock, collectively, for periods from Stock at an exercise price of $11.50 per share on the terms and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything subject to the contrary contained conditions applicable to SPAC Public Warrants set forth in this the SPAC Public Warrant Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date prior to the Effective Time, Acquiror ARYA shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Islands Companies Act in 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) obtaining a the Governing Documents of ARYA shall become the certificate of de-registration from the Registrar of Companies incorporation, substantially in the Cayman Islands. form attached hereto as Exhibit F (b) In accordance with applicable Law, the Domestication shall provide that at the effective time “ARYA Certificate of the Domestication, by virtue of the DomesticationIncorporation”), and without any action on the part of any Acquiror shareholder bylaws, substantially in the form attached hereto as Exhibit G (collectively, the “ConversionARYA Bylaws”): (i) (A) 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, and (Biv) the transfer books of Acquiror ARYA’s name shall record such conversionbe changed to “Cerevel Therapeutics Holdings, Inc.”; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) that, (A) each then issued and outstanding share in the case of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); clause (iii) ), each then issued of the Parties acknowledges and outstanding Acquiror Warrant agrees that each of the ARYA Certificate of Incorporation and the ARYA Bylaws shall convert automatically into a Domesticated Acquiror Warrant, pursuant be appropriately adjusted to give effect to any amendments to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share Governing Documents of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with ARYA contemplated by the Domestication ARYA Certificate of Incorporation. Incorporation and the ARYA Bylaws that are not adopted and approved by the Pre-Closing ARYA Holders at the ARYA Shareholders Meeting (c) For other than, for the avoidance of doubt, any reference the amendments to the Governing Documents of ARYA that are contemplated by the Required Governing Document Proposals) and (B) in this Agreement to shares connection with clause (i) and (ii), each issued and outstanding unit of Acquiror ARYA that has not been previously separated into the underlying ARYA Class A Common Stock Shares and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately underlying ARYA Warrants prior to the Mergers Domestication shall, for Tax the avoidance of doubt, be cancelled and all other purposeswill 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. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the First Effective Time, Acquiror shall use its reasonable best efforts to take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Domestication Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Law, and (ii) completing and making and procuring all those filings required to be made, including made under the Companies Act with the Registrar of Companies in the Cayman Islands, as required under the Companies Act Islands in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):shareholder: (i) (A) 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 (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock Ordinary Shares that has validly elected to redeem their its shares in connection with the Acquiror Shareholder Redemption Rights shall shall, in lieu of such conversion, be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of AssociationAcquiror’s Governing Documents; (ii) (A) 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, and (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii)conversion; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock Preference Share shall continue to exist as a share of preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur occur, and will be completed, immediately prior to (but no later than the Mergers day preceding) the Closing Date for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) 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, in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company and AcquirorCompany, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (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 Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value US$0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value US$0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value US$0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value US$0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent, one-half of Incorporationone Domesticated Parent Warrant. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (iia) completing and making and procuring all those filings required to be made, including made with the Jersey Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, (b) obtaining a certificate of continuance from the Jersey Registrar, (c) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication and (iiid) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyother than the Acquiror Shareholder Approval), the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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 be cancelled and will convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-third of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date prior to the Effective Time, Acquiror Purchaser shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in Islands Act. In connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then Purchaser Class A Ordinary Share that is 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal immediately prior to the redemption price provided Domestication ((x) including, for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference Purchaser Class A Ordinary Share issued pursuant to Section 2.1(c) and (y) excluding, for the avoidance of doubt, any Purchaser Class A Ordinary Share that is redeemed pursuant to Section 2.1(a)) shall become one Purchaser Class A Common Share, (ii) each Purchaser Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one Purchaser Class A Common Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in this Agreement the Warrant Agreement, (iii) the Governing Documents of Purchaser shall be amended and restated such that the certificate of incorporation of Purchaser shall be in a form reasonably acceptable to shares Purchaser and the Company such that the certificate of Acquiror incorporation of Purchaser complies with any requirements contained in the Company’s current Governing Document (the “Purchaser Certificate of Incorporation”), and the bylaws of Purchaser shall be in a form reasonably acceptable to Purchaser and the Company (the “Purchaser Bylaws”), and (iv) Purchaser’s name shall be changed to Btab Ecommerce Holdings, Inc.; provided, however, that, (A) in the case of clause (iii), each of the Parties acknowledges and agrees that each of the Purchaser Certificate of Incorporation and the Purchaser Bylaws shall be appropriately revised so as not to implement any amendments to the Governing Documents of Purchaser contemplated by the Purchaser Certificate of Incorporation and the Purchaser Bylaws that are not adopted and approved by the Pre-Closing Purchaser Holders at the Purchaser Shareholders Meeting (other than, for the avoidance of doubt, the amendments to the Governing Documents of Purchaser that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and the Required Governing Document Proposals) and (B) in connection with clauses (i) and (ii), each issued and outstanding unit of Purchaser that has not been previously separated into the underlying Purchaser Class A Ordinary Shares and underlying Purchaser Warrants prior to the Domestication shall, for the avoidance of doubt, be cancelled and will entitle the holder thereof to (x) one share of Purchaser Class A Common Stock, and (y) one-half of one warrant representing the right to purchase one share of Purchaser Class A Common Stock at an exercise price of $11.50 per share on the terms and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything subject to the contrary contained conditions set forth in this the Warrant Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized be cancelled and will entitle the holder thereof to one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.one-half of one Domesticated Acquiror Warrant..

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (i) 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands (the “Cayman Registrar”) under Section 206 of the Cayman Companies Act in connection with the DomesticationAct, and (iii) obtaining a certificate of de-registration from the Registrar Cayman Registrar. The Certificate of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyshareholders of Parent, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall ordinary share, $0.0001 par value, of Parent (each, a “Class A Share”) and each then issued and outstanding Class B ordinary share, $0.0001 par value, of Parent (each, a “Class B Share” and, together with the Class A Shares, each, a “Parent Ordinary Share”) will convert automatically, on a one-for-one basis, into a one share of common stock, par value $0.0001, per share of Parent (a “Domesticated Acquiror Parent Common Stock, and Share”); (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share warrant of Acquiror Class B Common Stock shall Parent (a “Parent Warrant”) will convert automatically, on a one-for-one basis, automatically into a share of warrant to acquire one Domesticated Acquiror Parent Common StockShare (a “Domesticated Parent Warrant”), (B) pursuant to the transfer books of Acquiror shall record such conversion Warrant Agreement; and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror unit of Parent, comprised of one Parent Ordinary Share and one Parent Warrant (a “Parent Unit”), shall convert automatically into a unit of Parent, with each such unit representing one Domesticated Acquiror Warrant, pursuant to the Acquiror Parent Common Share and one Domesticated Parent Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a “Domesticated Acquiror Parent Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation”). (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (ia) filing with the Delaware Secretary of State a Certificate of 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 agreed-attached as Exhibit B to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):shareholder: (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Class A Common Stock in accordance with this Section 6.4(b)(ii6.04(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Class A Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, on the day that is at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Cayman Companies Act, including by (i) 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands (the “Cayman Registrar”) under the Cayman Companies Act Act, including Section 206 thereof, in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (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 Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a become exercisable for one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent and one-half of Incorporationone Domesticated Parent Warrant. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Domestication Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by this Agreement (the Company and Acquiror“Parent Charter”) , in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and adopting bylaws in substantially the form attached as Exhibit B to this Agreement (the “Parent Bylaws”), (c) completing, making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the DomesticationDomestication as required pursuant to Part XII of the Companies Act, and (iiid) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies in the Cayman Islands. (b) 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 (collectively, the “Conversion”): (i) (A) 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 Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Delaware Parent Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) 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 Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Delaware Parent Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Stock; (iii) each then issued and outstanding Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit; and (v) . Further, immediately following the Domestication, and in any event, prior to the Effective Time, the Recapitalization will occur, whereby each authorized then issued and outstanding share of Acquiror Preferred Delaware Parent Class B Common Stock shall continue to exist as preferred stock be converted, on a one-for-one basis, into one share of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Delaware Parent Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Domesticated Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectivelyon a one-for-one basis, for periods from and after the Domestication will be deemed to include the shares one-third of one Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesWarrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the First Effective TimeTime and no later than one (1) Business Day prior to the Closing Date, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-attached as Exhibit A to this Agreement (the "Domesticated Acquiror Certificate of Incorporation") (with such changes as may be agreed in writing by the Company Acquiror and Acquirorthe Company), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar and (d) adopting the Bylaws of Companies Acquiror in the Cayman Islands. form attached as Exhibit B to this Agreement (b) with such changes as may be agreed in writing by the Acquiror and the Company). 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) 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, Stock; (Biii) the transfer books terms of Acquiror shall record such conversion and (C) all rights in respect of all the Acquiror Class B Common Stock shall cease to existbe modified to, among other than the right to receive things, provide that each share of Acquiror Class B Common Stock shall carry three (3) votes; (iv) the Domesticated Acquiror Class C Common Stock in accordance with this Section 6.4(b)(ii); shall be created and a sufficient number of shares thereof authorized to effect the transactions contemplated hereby and under the Ancillary Agreements, (iiiv) each then issued and outstanding warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; Agreement; and (ivvi) each then issued and outstanding Cayman Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Domesticated Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares one-quarter of one Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesWarrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) subject to the transfer books of Acquiror shall record such conversion and (C) all rights vesting provisions set forth in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); 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 Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge on a one-for-one basis, and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fourth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in of the Cayman Islands, as required under Islands (the Companies Act “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 shareholder (collectivelyParent Shareholder, the “Conversion”): (i) (A) 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 Stock, Share”); and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding 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 Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share any similar provision of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporationapplicable state, local or foreign Law). (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective TimeClosing Date and following Acquiror shareholders’ exercise of their Redemption Rights, Acquiror shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Section 206 of the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable satisfactory to Acquiror the parties hereto (the “Certificate of Domestication”) and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with to effect the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar of Companies and taking any other actions necessary in the Cayman Islands. connection therewith. In connection with (band as part of) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): shall cause (i) (A) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (Bii) each Acquiror Warrant that is issued and outstanding immediately prior to the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease Domestication to exist, other than the right to receive the be converted into one Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Warrant, (iii) each then issued Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and outstanding Acquiror Warrant shall convert automatically into a one-third of one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and outstanding the Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and Bylaws and (v) each authorized share Acquiror’s name to be changed to “Brand Engagement Network Inc.”, provided that if such name is not available in the State of Delaware or Acquiror Preferred Stock is otherwise unable to change its name to “Brand Engagement Network Inc.” in the State of Delaware, Acquiror shall continue cause its name to exist be changed to such other name mutually agreed to by Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as preferred stock to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, certificates or filings in accordance connection with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtand will consider, in good faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Parent and the Company, together with the Certificate of Incorporation of Acquiror Parent, in substantially the form agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company and AcquirorCompany, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (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 Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit Parent Right shall convert automatically into a one right to acquire one-tenth (1/10) of one share of common stock, par value $0.0001 per share, of Parent upon the consummation of Parent’s initial business combination, pursuant to the terms of the Parent Rights Agreement (“Domesticated Acquiror UnitParent Right”); and and (v) each authorized then issued and outstanding Parent Unit shall separate and convert automatically into one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent, one-half of Incorporationone Domesticated Parent Warrant and one Domesticated Parent Right. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-to attached as Exhibit A hereto (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fourth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective Timeconsummation of the Transactions, and subject to the Supermajority Acquiror Shareholder Approval, Acquiror shall take all actions necessary continue and domesticate to cause the Domestication to State of Delaware and become effective a Delaware corporation in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Companies Act, including Act by (i) filing with the Delaware Secretary a certificate of State a Certificate of Domestication corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Domestication and the Company, together Acquiror Charter with the Certificate Secretary of Incorporation State of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawState of Delaware, (ii) completing and completing, making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies Companies. In connection with the Domestication, Acquiror shall cause to be adopted as Acquiror’s initial certificate of incorporation the Acquiror Charter. Following the consummation of the Domestication and prior to the Closing, Acquiror shall cause to be adopted the Acquiror Bylaws. Acquiror shall effect the Domestication in such a way that the Cayman Islandsrepresentations and warranties of the Acquiror Parties set forth in Article V remain true and correct, in compliance with all applicable Laws and in a matter so as to properly effectuate the purposes of this Agreement. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class A Common Stock Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and Stock (B) the transfer books as part of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for its domestication as a corporation incorporated in the Trust Agreement and the Acquiror Articles State of Association; Delaware); (ii) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class B Common Stock Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock (as part of its domestication as a corporation incorporated in accordance with this Section 6.4(b)(iithe State of Delaware); ; (iii) each then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into a Domesticated an Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued Acquiror’s name shall be changed to “ZeroFox Holdings, Inc.” or such other name as determined by ZF and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share IDX in their discretion prior to obtaining approval of the shareholders of Acquiror Preferred Stock shall continue to exist as preferred stock of and set forth in the Acquiror in accordance with the Domestication Certificate of IncorporationCharter. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ ApprovalShareholder Approvals, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) filing with the Delaware Secretary of State DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Company, together with the Certificate certificate of Incorporation incorporation of Acquiror in substantially the form agreed-to by the Company and Acquirorattached as Exhibit A hereto, in each case, in accordance with the provisions thereof and applicable Law, (iib) adopting the bylaws in substantially the form attached as Exhibit B hereto, (c) causing the directors and officers set forth on ‎Section 7.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal, (d) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar in connection with the Domestication as a matter of Companies in Cayman Islands law including a director's affidavit and undertaking, and notice of the special resolutions approving, inter alia, the de-registration of the Acquiror under the laws of the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiie) obtaining requesting a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyof Acquiror, the “Conversion”): (i) (A) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a one (1) share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a one (1) share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Public Warrant shall convert automatically into a one (1) Domesticated Acquiror Public Warrant, pursuant to the Acquiror Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit Private Placement Warrant shall convert automatically into a one (1) Domesticated Acquiror UnitPrivate Placement Warrant, pursuant to the Warrant Agreement; and and (v) each authorized share of then issued and outstanding Acquiror Preferred Stock shall continue Unit shall, to exist as preferred stock of the extent not already split into underlying Domesticated Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Domesticated Acquiror Class B Common StockPublic Warrants by the holder thereof, collectivelyconvert automatically, for periods from and after the Domestication will be deemed to include the shares into one (1) share of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-third of one Domesticated Acquiror Public Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, one Business Day prior to the Effective TimeClosing, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-to attached as Exhibit A hereto (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyof Acquiror, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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 be cancelled and will convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fifth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective TimeTime and no later than the day prior to the Closing Date, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-attached as Exhibit A to this Agreement and Bylaws of Acquiror in the form attached as Exhibit B to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, Law and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) 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 Delaware Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Delaware Acquiror Common Stock (the “Sponsor Share Conversion”), subject to the vesting provisions set forth in accordance the Sponsor Agreement with this Section 6.4(b)(ii); respect to shares owned by Sponsor; (iii) each then issued and outstanding Cayman Acquiror Warrant shall convert automatically into a Domesticated Delaware Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Delaware Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectivelyon a one-for-one basis, for periods from and after the Domestication will be deemed to include the shares one-fifth of Domesticated one Delaware Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesWarrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, prior to the Effective TimeClosing, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions Section 388 of the DGCL and Part XII of the Companies Cayman Act, including by (ia) 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 form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (iib) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Parent Domestication Documents and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in of the Cayman Islands. (b) . 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 shareholder (collectivelyParent shareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding 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 Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit Domestication. This Agreement shall convert automatically into constitute a Domesticated Acquiror Unit; and (v) each authorized share “plan of Acquiror Preferred Stock shall continue to exist as preferred stock domestication” within the meaning of Acquiror in accordance with Section 388 of the Domestication Certificate of Incorporation. (c) For the avoidance of doubtDGCL such that, among other things, any reference in this Agreement corporate action to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods be taken by Parent from and after the effective time of the Domestication will that is set forth herein shall be deemed to include authorized, adopted and approved, as applicable, by the shares Parent Board and Parent Shareholders, as applicable, and shall not require any further action by such board of Domesticated Acquiror Common Stock. Notwithstanding anything to directors or stockholders under the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesDGCL.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Domestication Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement (“Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (iib) 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, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies in the Cayman Islands. (b) 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 (collectively, the “Conversion”): (i) (A) 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 Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Delaware Parent Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) 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 Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Delaware Parent Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Stock; (iii) each then issued and outstanding Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit; and . Upon or as soon as practicable following the effectiveness of the Domestication, (vi) each authorized share the Parent Board (in their capacities as directors of Acquiror Preferred 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 continue use commercially reasonable efforts to exist obtain consents from the holders of a majority of the voting power of the outstanding shares of the Delaware Parent Common Stock as preferred stock of Acquiror such record date and time to so approve and adopt this Agreement in accordance with the Domestication Certificate DGCL” (d) The Merger Agreement is hereby amended by deleting from Section 7.3(a)(B) the words “facilitate the solicitation by Parent of Incorporationproxies 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 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 Parent Class B Ordinary Shares to approve at the 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. (cf) For Schedule A of the avoidance of doubt, any reference Merger Agreement is hereby amended by adding the following defined terms and section references to the table set forth therein in this Agreement to shares of Acquiror the appropriate alphabetical order: “Delaware Parent Class A Common Stock and Acquiror Stock” Recitals “Delaware Parent Class B Common Stock, collectively, ” Recitals (g) Schedule A of the Merger Agreement is hereby amended by deleting the entry for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror defined term “Delaware Parent Common Stock. Notwithstanding anything to ” from the contrary contained table set forth therein and replacing it in this Agreement, its with the parties acknowledge and agree that following: “Delaware Parent Common Stock” Schedule A (h) Schedule A of the Domestication will occur immediately prior to Merger Agreement is hereby amended by adding the Mergers for Tax and all other purposes.following defined term in the appropriate alphabetical order:

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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 (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) . Immediately following the Domestication, Acquiror shall have caused each authorized issued and outstanding Domesticated Acquiror Unit to have separated into one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-fourth of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Act, including by (ia) filing with the Delaware Secretary of State a Certificate of 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, and (iib) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under Part XII of the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. The effective time of the Domestication is referred to herein as the “Domestication Effective Time” and the date on which the Domestication Effective Time occurs is referred to herein as the “Domestication Date.” (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the DomesticationDomestication Effective Time, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”):shareholder: (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of AssociationAssociation (the “Redemption Price”); (ii) (A) each then issued and outstanding share of Acquiror Class B F Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Class F Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B F Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Class F Common Stock in accordance with this Section 6.4(b)(ii6.04(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant AgreementAgreements; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; (v) each authorized share of Acquiror Class B Common Stock shall continue to exist as Domesticated Acquiror Class B Common Stock in accordance with the Domestication Certificate of Incorporation; and (vvi) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock, Acquiror Class F Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Class A Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Domesticated Acquiror Class F Common Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesDomesticated Acquiror Class B Common Stock, respectively.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, at least one Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary continue out of the Cayman Islands and into the State of Delaware so as to cause re-domicile as and become a Delaware corporation by means of a merger of Parent with and into a newly formed Delaware corporation pursuant to the Domestication to become effective in accordance with Cayman Islands Companies Law and the applicable provisions of the DGCL DGCL, with such newly formed Delaware corporation becoming the surviving corporation in the merger, and subject to the receipt of the approval of the shareholders of Parent to the reincorporation merger terms, Parent shall adopt the newly formed Delaware corporation’s certificate of incorporation in form attached as Exhibit A hereto and the Companies Act, including by (i) filing with the newly formed Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, corporation’s bylaws in form and substance reasonably acceptable to Acquiror attached as Exhibit B hereto, with such changes as may be agreed in writing by Parent and the Company, together with Company (the Certificate of Incorporation of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the “Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands”). (b) In accordance with applicable Law, the Domestication shall provide that at Immediately prior to the effective time of the Domestication, by virtue every issued and outstanding Parent Unit shall separate into each’s individual components of one Parent Class A Ordinary Share, one-half of one Parent Warrant and one Parent Right, and all Parent Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. In connection with the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): : (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Class B Ordinary Share shall convert automatically into one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Parent; (iii) each then issued and outstanding Acquiror Parent Warrant shall convert automatically into a one warrant to acquire one share of common stock, par value $0.0001 per share, of Parent (“Domesticated Acquiror Parent Warrant”), pursuant to the Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit Parent Right shall convert automatically into a Domesticated Acquiror Unit; and one right to acquire one-tenth (v1/10) each authorized of one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with Parent upon the Domestication Certificate consummation of Incorporation. (c) For the avoidance of doubtParent’s initial business combination, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything pursuant to the contrary contained in this Agreement, terms of the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesParent Rights Agreement (“Domesticated Parent Right”).

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Shareholder Approval, 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 of the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Parent Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Registrar of Companies in the Cayman Islands, as required Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman IslandsRegistrar. (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 Acquiror shareholder (collectively, the “Conversion”): Parent Shareholder: (i) (A) each then issued and outstanding Parent Class A Ordinary Share shall convert automatically into one share of Acquiror Class A Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversionParent; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding Parent Warrant shall become exercisable for one share of Acquiror Class B Common Stock shall convert automaticallycommon stock, on a one-for-one basispar value $0.0001 per share, into a share of Parent (“Domesticated Acquiror Common StockParent Warrant”), (B) pursuant to the transfer books of Acquiror shall record such conversion Parent Warrant Agreement; and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant Parent Unit shall separate and convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock common stock, par value $0.0001 per share, of Acquiror in accordance with the Domestication Certificate Parent and one-half of Incorporationone Domesticated Parent Warrant. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Domestication Approval, prior to the Effective Time, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement (“Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (iib) 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, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies in the Cayman Islands. (b) 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 (collectively, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each 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, (B) however, that with respect to the transfer books shares of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror 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 shall cease equal to exist, other than the right number of shares of Parent Class B Ordinary Shares held by the Sponsor as of immediately prior to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Domestication; (iii) each then issued and outstanding Acquiror Warrant warrant of Parent shall convert automatically into a Domesticated Acquiror Delaware Parent Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Parent Unit shall convert automatically into a Domesticated Acquiror Delaware Parent Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective TimeClosing Date, Acquiror shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) 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 form agreed-to by the Company and Acquiror(as defined below), in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in to effect the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Registrar Cayman Registrar. In connection with (and as part of) the Domestication, Acquiror shall cause (i) each share of Companies in Acquiror Class A Ordinary Shares that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock, each share of Acquiror Founders Stock that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Founders Class B Common Stock, each Cayman Islands. (b) In accordance with applicable Law, Acquiror Warrant that is issued and outstanding immediately prior to the Domestication shall provide that at the effective time of the Domesticationconvert automatically into one Domesticated Acquiror Warrant and each Cayman Acquiror Unit shall convert automatically into one Domesticated Acquiror Unit, by virtue of the Domestication, and without any action on the part of any with each Domesticated Acquiror shareholder (collectively, the “Conversion”): (i) (A) each then issued and outstanding Unit representing one share of Acquiror Class A Common Stock shall convert automatically, on a and one-for-third of one basis, into a share of Domesticated Acquiror Common StockWarrant, (ii) the Acquiror Organizational Documents to become the certificate of incorporation, substantially in the form attached hereto as Exhibit A (with such changes as may be agreed in writing by Acquiror and the Company, the “Acquiror Certificate of Incorporation”), and the bylaws, substantially in the form attached hereto as Exhibit B (Bwith such changes as may be agreed in writing by Acquiror and the Company, the “Acquiror Bylaws”) and (iii) Acquiror’s name to be changed to “GloriFi, Inc.”, provided that if such name is not available in Delaware or Acquiror is otherwise unable to change its name to “GloriFi, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Acquiror and the transfer books of Company. Acquiror shall record such conversion; providedeffect the Domestication in compliance with all applicable Law and in a manner so as to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares certificates or filings in connection with the Redemption Rights shall be entitled to receive only cash Domestication and will consider, in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtgood faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, at least one (1) Business Day prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, Law and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyShareholder, the “Conversion”): (i) (A) 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 Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) 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 Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Stock; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a be canceled and will entitle the holder thereof to one share of Domesticated Acquiror Unit; and (v) each authorized share Class A Stock and one-fifth of one Domesticated Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of IncorporationWarrant. (cb) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately At least one (1) Business Day prior to the Mergers Effective Time, Acquiror shall take the actions necessary vis-à-vis the relevant Governmental Authority to become a resident taxpayer for Tax and all other purposespurposes of U.S. federal income tax.

Domestication. (a) Subject to obtaining On the Acquiror Stockholders’ Approval, Closing Date prior to the Effective Time, Acquiror Dragoneer shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary Part XII 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including with the Registrar of Companies in the Cayman Islands, as required under the Islands Companies Act in (2020 Revision). In connection with the Domestication, (i) each Dragoneer Class A Share and each Dragoneer 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 Dragoneer, (ii) each Dragoneer Warrant that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one share of common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement, (iii) obtaining a each Forward Purchase Share shall become one share of common stock, par value $0.0001 per share, of Dragoneer, (iv) the Governing Documents of Dragoneer shall be amended and restated such that the certificate of de-registration from the Registrar incorporation of Companies Dragoneer shall be substantially in the Cayman Islands. form attached hereto as Exhibit E (b) In accordance with applicable Law, the Domestication shall provide that at the effective time “Dragoneer Certificate of the Domestication, by virtue of the DomesticationIncorporation”), and without any action on the part bylaws of any Acquiror shareholder Dragoneer shall be substantially in the form attached hereto as Exhibit F (collectively, the “ConversionDragoneer Bylaws”): (i) (A) 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), and (Bv) Dragoneer’s name shall be changed as determined by the transfer books of Acquiror shall record such conversionCompany in its sole discretion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) that, (A) in the case of clause (iv), each then issued of the Parties acknowledges and outstanding share agrees that each of Acquiror Class B Common Stock the Dragoneer Certificate of Incorporation and the Dragoneer Bylaws shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease be appropriately revised so as not to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant implement any amendments to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share Governing Documents of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with Dragoneer contemplated by the Domestication Dragoneer Certificate of Incorporation. Incorporation and the Dragoneer Bylaws that are not adopted and approved by the Pre-Closing Dragoneer Holders at the Dragoneer Shareholders Meeting (c) For other than, for the avoidance of doubt, any reference the amendments to the Governing Documents of Dragoneer that are contemplated by the Charter Proposal and the Required Governing Document Proposals) and (B) in this Agreement to shares connection with clause (i), (ii) and (iii), each issued and outstanding unit of Acquiror Dragoneer that has not been previously separated into the underlying Dragoneer Class A Common Stock Shares and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately underlying Dragoneer Warrants prior to the Mergers Domestication shall, for Tax the avoidance of doubt, be cancelled and all other purposeswill entitle the holder thereof to one share of common stock, par value $0.0001 per share, of Dragoneer, and one-fifth of one warrant representing the right to purchase one share of common stock, par value $0.0001 per share, of Dragoneer at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by by: (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, ; and (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication. Prior to, and (iii) obtaining or as promptly as practicable following, the Effective Time, Acquiror shall obtain a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectively, the “Conversion”): shareholders of Acquiror: (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized be cancelled and will entitle the holder thereof to one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective TimeClosing Date and following Acquiror shareholders’ exercise of their Redemption Rights, Acquiror shall take all actions necessary to cause the Domestication to become effective occur in accordance with the applicable provisions Section 388 of the DGCL and Section 206 of the Companies Act, including by (i) filing with the Delaware Secretary of State a Certificate of Domestication with respect to in substantially the form attached as Exhibit F hereto (the “Certificate of Domestication, in form and substance reasonably acceptable to Acquiror ”) and the Company, together with the Acquiror Certificate of Incorporation of Acquiror in form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable Law, (ii) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with to effect the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar of Companies and taking any other actions necessary in the Cayman Islands. connection therewith. In connection with (band as part of) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectively, the “Conversion”): shall cause (i) (A) each then Acquiror Class A Ordinary Share and Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (Bii) each Acquiror Warrant that is issued and outstanding immediately prior to the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease Domestication to exist, other than the right to receive the be converted into one Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); Warrant, (iii) each then issued Acquiror Unit to be converted into one Domesticated Acquiror Unit, with each Domesticated Acquiror Unit representing one share of Acquiror Common Stock and outstanding Acquiror Warrant shall convert automatically into a one-half of one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued the Acquiror Organizational Documents to become the Acquiror Certificate of Incorporation and outstanding the Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and Bylaws and (v) each authorized share Acquiror’s name to be changed to “Avertix Medical, Inc.”, provided that if such name is not available in the State of Delaware or Acquiror Preferred Stock is otherwise unable to change its name to “Avertix Medical, Inc.” in the State of Delaware, Acquiror shall continue cause its name to exist be changed to such other name mutually agreed to by Acquiror and the Company. Acquiror shall effect the Domestication in compliance with all applicable Law and in a manner so as preferred stock to properly effectuate the purposes of this Agreement. Acquiror and its Representatives shall give the Company the opportunity to review any applicable documents, certificates or filings in accordance connection with the Domestication Certificate of Incorporation. (c) For the avoidance of doubtand will consider, in good faith, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposescomments thereto.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ receipt of the 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 take all actions necessary to cause the Domestication to become effective Parent shall, in accordance with the Applicable Legal Requirements, any applicable provisions rules and regulations of the DGCL SEC and the Companies ActNYSE and Parent Organizational Documents, including by effect the Domestication and in furtherance thereof, shall (ia) 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 form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawParent Charter, (iib) adopt the Parent Bylaws, and (c) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) . 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 shareholder (collectivelyof Parent, the “Conversion”): (i) (A) 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 Parent Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding Acquiror Cayman Parent Warrant shall convert automatically into a Domesticated Acquiror Parent Warrant, pursuant to the Acquiror Warrant Agreement; Agreement and (iv) each then issued and outstanding Acquiror Unit unit of Parent shall convert automatically be separated into a Domesticated Acquiror Unit; and (v) each authorized its component parts, consisting of one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Domesticated Parent Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares one-half of one Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesParent Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the First Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; Stock; (ii) (A) 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding warrant of 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Required SPAC Shareholder Approval, prior to the Effective Time, Acquiror SPAC shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 form agreed-to by the Company and AcquirorIncorporation, in each case, in accordance with the provisions thereof and applicable LawSection 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act (20121 Revision) (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 shareholder (collectivelyshareholders of SPAC, the “Conversion”): (i) (A) 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 of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with par value $0.0001 and Class B Common Stock par value $0.0001, respectively, (the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; “Domesticated SPAC Common Stock”); (ii) (A) 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding 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 Acquiror Warrant Agreement; and (iv) each then issued and outstanding 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; and”). (vb) Effective as of the effective time of the Domestication, SPAC shall enter into (i) an amendment to the SPAC Warrant Agreement with the Transfer Agent, in a form to be agreed upon by the parties, to evidence the fact that SPAC shall be a Delaware corporation and that each authorized such SPAC Warrant shall be exercisable for Domesticated SPAC Common Stock rather than SPAC Class A Ordinary Shares, and (ii) an amendment to the SPAC Rights Agreement with the Transfer Agent, in a form to be agreed upon by the parties, to evidence the fact that SPAC shall be a Delaware corporation and that the holder of a SPAC Warrant shall receive one-tenth of one share of Acquiror Preferred Domesticated SPAC Common Stock shall continue to exist as preferred stock upon completion of Acquiror in accordance with the Domestication Certificate an initial business combination instead of Incorporationone-tenth of one SPAC Class A Ordinary Share. (c) For U.S. federal income tax purposes, the avoidance Domestication is intended to constitute a “reorganization” within the meaning of doubt, any reference in Section 368(a) of the Code. SPAC hereby (i) adopts this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agrees to shares file and retain such information as shall be required under Section 1.368-3 of Acquiror Class A Common Stock the United States Treasury Regulations with respect to the Domestication, and Acquiror Class B Common Stock(iii) agrees to file all Tax and other informational returns on a basis consistent with such characterization, collectively, for periods from and after except if otherwise required by a “determination” within the Domestication will be deemed to include meaning of Section 1313 of the shares of Domesticated Acquiror Common StockCode. 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 will occur immediately 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 Mergers for 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 or any adverse Tax and all other purposesconsequences that may result if the Domestication is determined not to qualify as a reorganization under Section 368 of the Code.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (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, (Aii) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued and outstanding 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; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Acquiror and the Company and AcquirorCompany, the “Domesticated Acquiror Certificate of Incorporation”), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a one Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; ; (iv) each then issued and outstanding Acquiror Unit shall convert separate automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything , 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 one Domesticated Acquiror Right, pursuant to the contrary contained in this terms of the Acquiror Rights Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Shareholder Approval, at least one (1) Business Day prior to the Effective Time, Acquiror shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-attached as Exhibit A to by the Company and Acquirorthis Agreement, in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in completing and making and procuring all those filings required to be made with the Cayman Islands. Registrar under Part XII of the Companies Act (bAs Revised) of the Cayman Islands in connection with the Domestication. 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 (collectivelyShareholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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; and (v) each authorized be cancelled and will entitle the holder thereof to one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge Stock and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone-half of one Domesticated Acquiror Warrant.

Domestication. (a) Subject to obtaining the Acquiror Stockholders’ Approval, prior Prior to the Effective Timeconsummation of the Transactions, and subject to the Supermajority Acquiror Stockholder Approval, Acquiror shall take all actions necessary domesticate to cause the Domestication to State of Delaware and become effective a Delaware corporation in accordance with the applicable provisions Section 388 of the DGCL and the Companies Act, including by (i) filing with the Delaware Secretary a certificate of State a Certificate of Domestication corporate domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Domestication and the Company, together Acquiror Charter with the Certificate Secretary of Incorporation State of Acquiror in form agreed-to by the Company and Acquiror, in each case, in accordance with the provisions thereof and applicable LawState of Delaware, (ii) completing and completing, making and procuring all those filings required to be made, including made with the Cayman Islands Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, Domestication and (iii) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies Companies. In connection with the Domestication, Acquiror shall adopt as Acquiror’s initial certificate of incorporation the Acquiror Charter. Acquiror shall effect the Domestication in such a way that Acquiror’s representations and warranties set forth in Article IV remain true and correct, in compliance with all applicable Law and in a matter so as to properly effectuate the Cayman Islandspurposes of this Agreement. (b) In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror shareholder (collectivelyStockholder, the “Conversion”): (i) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated the Acquiror Common Stock, and Stock (B) the transfer books as part of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for its domestication as a corporation incorporated in the Trust Agreement and the Acquiror Articles State of Association; Delaware); (ii) (A) each then issued and outstanding share of Pre-Domestication Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock (as part of its domestication as a corporation incorporated in accordance with this Section 6.4(b)(iithe State of Delaware); ; and (iii) each then issued and outstanding Pre-Domestication Acquiror Warrant shall convert automatically into a Domesticated an Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit; and (v) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ Parent Stockholder Approval, on the Business Day prior to the Effective TimeClosing Date, Acquiror Parent shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 the form agreed-to attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company and AcquirorCompany), in each case, in accordance with the provisions thereof and applicable Law, (iib) completing and making and procuring all those filings required to be made, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyParent Stockholder, the “Conversion”): (i) (A) 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, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding 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, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Common Stock shall cease to exist, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); ; (iii) each then issued and outstanding 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 Acquiror Parent Warrant Agreement; ; and (iv) each then issued and outstanding Acquiror Unit unit of Parent shall separate and convert automatically into a Domesticated Acquiror Unit; and (v) each authorized one share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Parent Common Stock and Acquiror Class B Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares one-third of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposesone redeemable Parent Warrant.

Domestication. (a) Subject to obtaining receipt of the Acquiror Stockholders’ ApprovalRequired Trebia Shareholder Approvals, no later than the calendar day prior to the Effective Timeday on which the Closing occurs, Acquiror Trebia shall take all actions necessary to cause the Domestication to become effective in accordance with the applicable provisions of the DGCL and the Companies Acteffective, including by (ia) 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 agreed-to by the Company and Acquirorattached as Exhibit A hereto, in each case, in accordance with the provisions thereof and applicable Law, (iib) 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, including made with the Cayman Registrar of Companies in the Cayman Islands, as required under the Companies Act in connection with the Domestication, and (iiid) obtaining a certificate of de-registration from the Registrar of Companies in the Cayman Islands. (b) 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 (collectivelyof Trebia, the “Conversion”): (i) each Trebia Class A Ordinary Share and Trebia Class B Ordinary Share (Aother than the Founder Earnout Shares and the Seller Earnout Shares) each then issued and outstanding will convert automatically into one (1) share of Acquiror Trebia Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Common Stock that has validly elected to redeem their shares in connection with the Redemption Rights shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association; (ii) (A) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock, (Bii) the transfer books each Founder Earnout Share will convert automatically into one (1) share of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Trebia Class B D Common Stock shall cease to existStock, other than the right to receive the Domesticated Acquiror Common Stock in accordance with this Section 6.4(b)(ii); (iii) each then issued 1,450,000 shares of Trebia Class B Ordinary Shares held by the Founders shall be forfeited and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Acquiror Warrant Agreement; (iv) each then issued and outstanding Acquiror Unit shall Trebia Warrant will convert automatically into a Domesticated Acquiror Unit; and warrant to acquire one (v1) each authorized share of Acquiror Preferred Stock shall continue to exist as preferred stock of Acquiror in accordance with the Domestication Certificate of Incorporation. (c) For the avoidance of doubt, any reference in this Agreement to shares of Acquiror Class A Common Stock and Acquiror Class B Trebia Common Stock, collectively, for periods from and after the Domestication will be deemed to include the shares of Domesticated Acquiror Common Stock. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur immediately prior to the Mergers for Tax and all other purposes.