Common use of Domestication Clause in Contracts

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

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

Domestication. Subject to receipt of On the Parent Shareholder ApprovalClosing Date, no later than the date that is one day prior to the Effective TimeClosing, Parent ARYA shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (2021 Revision), including by filing (ai) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent ARYA and the Company, together with the Parent Charter ARYA Post-Closing Certificate of Incorporation and (ii) making all filings required to be made with the Registrar of Companies in the Cayman Islands in connection with the Domestication. In connection with (and as part of) the Domestication, ARYA shall cause (i) each ARYA Class A Share and each ARYA Class B Share that is issued and outstanding immediately prior to the Domestication to be converted into one share of Class A common stock, par value $0.0001 per share, of ARYA, (ii) the Governing Documents of ARYA to become the certificate of incorporation, substantially in the form attached hereto as Exhibit A hereto G (with such changes as may be agreed in writing by Parent ARYA and the CompanyAmber GT Parent, the “Parent CharterARYA Post-Closing Certificate of Incorporation”), in each caseand the bylaws, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parent, (i) each then issued and outstanding share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached hereto as Exhibit B hereto H (with such changes as may be agreed in writing by Parent ARYA and the CompanyAmber GT Parent, the “Parent ARYA Post-Closing Bylaws”), and (iii) ARYA’s name to be changed to “Caritas Therapeutics, Inc.”; provided that, if such name is not available in Delaware or ARYA is otherwise unable to change its name to “Caritas Therapeutics, Inc.,” it shall cause its name to change to such other name mutually agreed to by ARYA and Amber GT Parent (such agreement not to be unreasonably withheld, conditioned or delayed by either ARYA or Amber GT Parent).

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

Domestication. Subject to receipt of the Parent Shareholder Stockholder Approval, no later than on the date that is one day Business Day prior to the Effective TimeClosing Date, Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentParent Stockholder, (i) each then issued and outstanding share of Parent Common Stock Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a one share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right Class B Ordinary Share shall convert automatically automatically, on a one-for-one basis, into a Domesticated one share of Parent Right, pursuant to the Rights AgreementCommon Stock; (iii) each then issued and outstanding warrant to acquire a Parent Unit Class A Ordinary Share shall convert automatically into a redeemable warrant to acquire one Domesticated share of Parent UnitCommon Stock, pursuant to the Parent Warrant Agreement; and (iv) Parent’s bylaws from each then issued and after the effective time outstanding unit of the Domestication Parent shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by separate and convert automatically into one share of Parent Common Stock and the Company, the “one-third of one redeemable Parent Bylaws”)Warrant.

Domestication. Subject to receipt At the end of the Parent Shareholder Approval, no later than the date that is one day Business Day immediately prior to the Effective TimeClosing Date (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, Parent shall cause prior to the commencement of the PIPE Investment), Acquiror shall, in accordance with Applicable Legal Requirements, any applicable rules and regulations of the SEC and the Exchange (and if different than the Exchange, the NYSE) and Acquiror Organizational Documents, effect the Domestication to become effectiveand in furtherance thereof, including by substantially simultaneously or immediately following the Domestication, shall (a) filing with the Secretary of State of the State of Delaware file a Certificate of Corporate Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent Acquiror and the Company, together with the Parent Acquiror Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with adopt the Cayman Registrar in connection with the Domestication and (c) obtaining a certificate of de-registration from the Cayman RegistrarAcquiror Bylaws. In accordance with applicable LawApplicable Legal Requirements, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentAcquiror, (i) each then issued and outstanding share of Parent Common Stock Cayman Acquiror Class B Share shall convert automatically, on a one-for-one basis, into a Cayman Acquiror Class A Share; (ii) immediately following the conversion described in clause (i), each then issued and outstanding Cayman Acquiror Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Acquiror Class A Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant to the Rights Agreement; (iii) each then issued and outstanding Parent Unit Cayman Acquiror Warrant shall convert automatically into one a Domesticated Parent Unit; and (iv) Parent’s bylaws from and after Acquiror Warrant, pursuant to the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”)Warrant Agreement.

Domestication. Subject to receipt of the Parent Shareholder Stockholder Approval, no later than the date that is one day prior to the Effective TimeClosing, Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”)Certificate of Incorporation, in each case, in accordance with the provisions thereof and applicable Lawthe DGCL, (b) completing, completing and making and procuring all those filings required to be made with the Registrar of Companies of the Cayman Registrar Islands under Cayman Islands Companies Law (as amended) in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Registrar of Companies of the Cayman RegistrarIslands. Immediately prior to the Closing, Parent shall cause the Parent Bylaws to be in the form attached hereto as Exhibit C until thereafter amended in accordance with the provisions thereof, the Parent Certificate of Incorporation and the DGCL. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of ParentParent Stockholder, (i) each then issued and outstanding Class A ordinary share of Parent Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Common Stock; (ii) each then issued and outstanding Parent Right shall convert automatically into a Domesticated Parent Right, pursuant immediately prior to the Rights Agreement; (iii) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in converted into one (1) share of Parent Class A Common Stock and (ii) each Class B ordinary share of Parent outstanding immediately prior to the form attached as Exhibit B hereto effective time of the Domestication shall be converted into one (1) share of Parent Class A Common Stock. The Company will reasonably cooperate with such changes as may be agreed in writing by Parent and with respect to the CompanyDomestication. In connection with the Domestication, the Parent will change its name to “Parent BylawsHims & Hers Health, Inc.”).

Domestication. Subject to receipt of the Parent Required Shareholder Approval, no later than the date that is one day prior to the Effective Time, Parent shall the Purchaser will cause the Domestication to become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate Nevada Articles of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent the Purchaser and the CompanySeller, together with the Parent Charter substantially in the form attached as Exhibit A hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Nevada Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completing, making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parentthe Purchaser, (i) each then issued and outstanding share of Parent Common Stock Purchaser Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Parent Class A Purchaser Common Stock; (ii) each then issued and outstanding Parent Right Purchaser Warrant shall convert continue automatically into as a Domesticated Parent Right, pursuant to the Rights AgreementPurchaser Warrant; (iii) each then issued and outstanding Parent Purchaser Unit shall convert separate automatically into one share of Domesticated Parent UnitClass A Purchaser Common Stock and one Domesticated Purchaser Warrant; and (iv) Parentthe Purchaser’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent to between the Purchaser and the Company, the “Parent Bylaws”)Seller.

Domestication. Subject to receipt of the Parent Shareholder Domestication Approval, no later than the date that is one day prior to the Effective Time, Parent shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent Charter in substantially in the form attached as Exhibit A hereto to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Charter”), in each case, in accordance with the provisions thereof and applicable Law, (b) completingadopting the bylaws in substantially the form attached as Exhibit B to this Agreement (“Parent Bylaws”), (c) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication Domestication, and (cd) obtaining a certificate of de-registration from the Cayman RegistrarIslands Registrar of Companies. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder of Parent, (i) each all then issued and outstanding share of Parent Common Stock Class A Ordinary Shares shall convert automatically, on a one-for-one basis, into a share of Domesticated Delaware Parent Common Stock; (ii) all then issued and outstanding Parent Class B Ordinary Shares shall convert automatically, on a one-for-one basis, into Delaware Parent Common Stock; provided, however, that with respect to the shares of Parent Class B Ordinary Shares held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Parent Class B Ordinary Shares held by Sponsor a number of shares of Delaware Parent Common Stock equal to the number of shares of Parent Class B Ordinary Shares held by the Sponsor as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Parent Right shall convert automatically into a Domesticated Delaware Parent Right, pursuant to the Rights AgreementWarrant; and (iiiiv) each then issued and outstanding Parent Unit shall convert automatically into one Domesticated a Delaware Parent Unit; and (iv) Parent’s bylaws from and after the effective time of the Domestication shall be substantially in the form attached as Exhibit B hereto (with such changes as may be agreed in writing by Parent and the Company, the “Parent Bylaws”).