Common use of The Second Merger Clause in Contracts

The Second Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Company shall be merged with and into Merger Sub II in accordance with the CICL, whereupon the separate existence of the Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from and after the Second Effective Time, the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Surviving Company and Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective Time. (d) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding.

The Second Merger. (a) Upon Immediately following the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, Parent shall cause the Surviving Company shall Second Merger to be merged consummated by filing with the Delaware Secretary of State a certificate of merger in the form attached hereto as Exhibit C (the “Second Certificate of Merger”) and into Merger Sub II executed in accordance with the CICLrelevant provisions of the DGCL and the DLLCA, whereupon and shall make all other filings or recordings required under the DGCL and DLLCA in order to consummate the Second Merger. There shall be no conditions to the completion of the Second Merger other than the completion of the First Merger. The Second Merger shall become effective at the time the Second Certificate of Merger has been filed with the Delaware Secretary of State. As a result of the Second Merger, the separate corporate existence of the Interim Surviving Company Corporation shall cease and Second Merger Sub II shall continue its existence as the Final Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary subsidiary of ParentParent under the laws of the State of Delaware. Second Merger Sub, in its capacity as the entity surviving the Second Merger, is sometimes referred to in this Agreement as the “Surviving Company.” (b) The Second Merger shall have the effects set forth in this Agreement and in the CICL applicable provisions of the DGCL and other applicable Lawthe DLLCA. AccordinglyWithout limiting the generality of the foregoing (and subject thereto), from and after at the effective time of the Second Effective TimeMerger, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, powers and authority of each franchises of the Interim Surviving Company and Merger Sub II, Corporation shall vest in Second Merger Sub as the Final Surviving Company and the Final Surviving Company shall be liable for and subject, surviving entity in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interestsSecond Merger, and all contracts, obligations, claims, debts, liabilities and liabilities of each duties of the Interim Surviving Company Corporation shall become the debts, liabilities and duties of Second Merger Sub II as the surviving entity in accordance with the CICLSecond Merger. (c) Upon At the terms and subject effective time of the Second Merger, the organizational documents of the Second Merger Sub in effect immediately prior to the conditions set forth in this Agreement, on effective time of the Closing Date, Second Merger shall be the applicable organizational documents of the Surviving Company and Merger Sub II shall execute a plan of merger (with any reasonable modifications, including as required by the “Second Plan of Merger”) substantially DLLCA), in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger each case, until thereafter amended in accordance with the Registrar of Companies of the Cayman Islands DLLCA and as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective Timein such organizational documents. (d) At From and after the Second Effective Time, pursuant to effective time of the Second Merger, the memorandum and articles of association officers of the Final Second Merger Sub shall be the officers of the Surviving Company, until their respective successors are duly elected and qualified in accordance with the organizational documents of the Surviving Company. For the avoidance of doubt, the Surviving Company shall initially be amended and restated so managed by Parent, as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10)sole member. (e) At If, at any time after the effective time of the Second Effective TimeMerger, the Surviving Company shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in the Surviving Company its right, title or interest in, to or under any of the property, rights, privileges, powers and franchises of the Interim Surviving Corporation or (ii) otherwise carry out the provisions of this Agreement, the Interim Surviving Corporation and its officers and directors shall be deemed to have granted to the Surviving Company an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such property, rights, privileges, powers and franchises in the Surviving Company and otherwise to carry out the provisions of this Agreement, and the officers and sole member of the Surviving Company shall continue are authorized in office as the directors name of the Final Interim Surviving Company Corporation or otherwise to take any and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and all such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Companyaction. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding.

The Second Merger. (a) Upon At least one month prior to the Approval Date, the Company and PubCo shall cause draft terms of merger, in a form reasonably satisfactory to the Company and subject PubCo (with such modifications, amendments or supplements thereto as may be required to comply with the Luxembourg Company Law), along with all other documentation and declarations required under the Luxembourg Company Law in connection with the Second Merger and not waived by its shareholders, to be duly executed and properly filed with the RCS and published in the RESA to the extent required by the Luxembourg Company Law as well as made available at the registered offices of the Company and PubCo, in accordance with the relevant provisions of the Luxembourg Company Law (together, the “Second Merger Documents”). The Second Merger will be approved through the Second Merger Shareholder Resolution on the Approval Date following the approval of the Initial Merger Shareholder Resolution, but it shall become effective on the first day after the effectiveness of the Initial Merger and the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in this AgreementArticle VIII that are required to be satisfied or waived (where permissible) at or prior to the Second Merger Effective Time, or such other time as Kcompany and the Company may agree in writing (the time the Second Merger becomes effective being referred to herein as the “Second Merger Effective Time”). The effectiveness of the Initial Merger and the Second Merger shall be acknowledged in front of a Luxembourg notary on the Closing Date. (b) In accordance with the Luxembourg Company Law, on the Approval Date, the sole shareholder of PubCo shall pass a shareholder resolution in front of a Luxembourg notary (the “Second Merger Shareholder Resolution”) to approve, inter alia, the Second Merger, the Second Merger Documents and, at the Second Merger Effective Time, the Surviving Company shall be merged merge with and into PubCo, subject to the Initial Merger Sub II having become effective previously and the conditions set forth in accordance with Article VIII that are required to be satisfied (including notably the CICLRequisite Approval at the Company Shareholder Meeting), whereupon being satisfied (or, to the extent permitted by applicable Law, waived). Following the Second Merger Effective Time, the separate existence of the Surviving Company shall cease and Merger Sub II PubCo shall continue as the Final Surviving Company under the Laws surviving entity of the Cayman Islands Second Merger (the “Second Surviving Company”) and become a wholly owned Subsidiary shall succeed to and assume all the rights and obligations of Parentthe Company in accordance with the Luxembourg Company Law. (bc) The Second Merger shall have the effects set forth as provided in this Agreement, in the CICL Second Merger Documents and other in the applicable provisions of the Luxembourg Company Law. AccordinglyWithout limiting the generality of the foregoing, from and after subject thereto, at the Second Merger Effective Time, all of the assets, properties, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, immunities, powers and authority of each franchises of the Surviving Company and Merger Sub II, shall vest in the Final Second Surviving Company and all debts, liabilities and duties of the Final Surviving Company shall be liable for and subject, in become the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, liabilities and liabilities of each duties of the Second Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective TimeCompany. (d) At the Second Merger Effective Time, pursuant to the Organizational Documents of PubCo shall be the Organizational Documents of the Second MergerSurviving Company, the memorandum and articles of association of the Final Surviving Company shall be in each case, until thereafter changed or amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided therein or by Law (subject to Section 6.10)applicable Law. (e) At the Second Merger Effective Time, (i) the directors of PubCo immediately following the Surviving Company Second Merger Effective Time shall continue be appointed in accordance with Section 7.16, each to hold office as in accordance with the directors Organizational Documents of the Final Second Surviving Company and (ii) the officers of PubCo immediately following the Second Merger Effective Time shall be the officers of the Company as of immediately prior to the Second Merger Effective Time or such other officers as determined by the PubCo Board as of immediately following the Second Merger Effective Time, each to hold office in accordance with the Organizational Documents of the Second Surviving Company shall continue in office as the officers of the Final Surviving Company, and until such directors and officers shall hold office until successors are officer’s successor is duly elected or appointed and qualified in accordance with and subject to applicable Law and qualified, or until the memorandum and articles earlier of association of the Final Surviving Companytheir death, resignation or removal. (f) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the Surviving Company any party hereto or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding.any other person:

The Second Merger. (ai) Upon the terms and subject to the conditions set forth in this Agreement, at At the Second Effective Time, the Surviving Company Corporation shall be merged with and into Merger Sub II in accordance with the CICLII, whereupon the separate existence of the Surviving Company Corporation shall cease and Merger Sub II shall continue be the surviving entity of the Second Merger pursuant to the terms of this Agreement and the Second Certificate of Merger. The surviving entity after the Second Effective Time is sometimes referred to herein as the Final “Surviving Company under the Laws Entity”. The effect of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have be as provided in this Agreement and the effects set forth in applicable provisions of the CICL DGCL and other applicable Lawthe DLLCA. AccordinglyWithout limiting the foregoing, from and after the Second Effective Time, all of the property, rights, the property of every description including choses in actionpowers, privileges and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each franchises of the Surviving Company and Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company Corporation and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially be vested in the form set out Exhibit B Surviving Entity and all of the debts, obligations, liabilities, restrictions and duties of the Surviving Corporation and Merger Sub II shall become the debts, obligations, liabilities, restrictions and duties of the Surviving Entity, all as provided under the DGCL and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective TimeDLLCA. (dii) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles As of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Second Merger and without any further action on the part of Parentthe Surviving Corporation, Merger Sub II or any other Person, the Surviving Company or certificate of formation of Merger Sub II, (i) each ordinary share II shall be the certificate of formation of the Surviving Company issued Entity and outstanding the limited liability company agreement of Merger Sub II shall be the limited liability company agreement of the Surviving Entity, until thereafter amended as provided therein or by applicable Law. (iii) Parent shall be the managing member of the Surviving Entity. The officers of Merger Sub II as of immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share the initial officers of Merger Sub II issued and outstanding the Surviving Entity as of immediately prior to after the Second Effective Time shall remain outstandingTime, each to hold office until their respective successors are duly appointed or until their earlier death, resignation or removal, in each case in accordance with the limited liability company agreement of the Surviving Entity.

The Second Merger. (ai) Upon the terms and subject to the conditions set forth in this Agreement, at At the Second Effective Time, the Surviving Company Corporation shall be merged with and into Merger Sub II in accordance with the CICLII, whereupon the separate existence of the Surviving Company Corporation shall cease and Merger Sub II shall continue be the surviving entity of the Second Merger pursuant to the terms of this Agreement and the Second Certificate of Merger. The surviving entity after the Second Effective Time is sometimes referred to herein as the Final “Surviving Company under the Laws Entity”. The effect of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have be as provided in this Agreement and the effects set forth in applicable provisions of the CICL DGCL and other applicable Lawthe DLLCA. AccordinglyWithout limiting the foregoing, from and after the Second Effective Time, all of the property, rights, the property of every description including choses in actionpowers, privileges and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each franchises of the Surviving Company and Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company Corporation and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially be vested in the form set out Exhibit B Surviving Entity and all of the debts, obligations, liabilities, restrictions and duties of the Surviving Corporation and Merger Sub II shall become the debts, obligations, liabilities, restrictions and duties of the Surviving Entity, all as provided under the DGCL and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective TimeDLLCA. (dii) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles As of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of ParentSecond Merger, the Surviving Company or limited liability company operating agreement of Merger Sub II, (i) each ordinary share II shall be the limited liability company operating agreement of the Surviving Company issued and outstanding Entity, until thereafter amended as provided therein or by applicable Law. (iii) Parent shall be the managing member of the Surviving Entity. The officers of Merger Sub II as of immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share the initial officers of Merger Sub II issued and outstanding the Surviving Entity as of immediately prior to after the Second Effective Time shall remain outstandingTime, each to hold office until their respective successors are duly appointed or until their earlier death, resignation or removal, in each case in accordance with the limited liability company operating agreement of the Surviving Entity.

The Second Merger. (a) Upon Immediately following the terms First Merger, the Parent shall cause the First Surviving Corporation to merge into Oregano LLC and subject the separate corporate existence of the First Surviving Corporation shall cease and Oregano LLC shall continue as the surviving limited liability company. Oregano LLC, in its capacity as the limited liability company surviving the Second Merger, is sometimes referred to in this Agreement as the “Surviving LLC”. There shall be no conditions to the conditions set forth completion of the Second Merger other than the completion of the First Merger. The Parent shall cause the Second Merger to be consummated by filing with the Delaware Secretary of State and the Corporation Commission of the State of Arizona, as the case may be, a certificate of merger in this Agreementsuch form as required by and executed in accordance with the applicable provisions of the DLLCA and ABCA (the “Second Certificate of Merger”) and shall make all other filings or recordings required under the DLLCA and ABCA, at if any. The Second Merger shall become effective when the Second Certificate of Merger has been filed with the Delaware Secretary of State which shall be filed immediately after the Effective Time (the “Second Effective Time”). From and after the Second Effective Time, the Surviving Company shall be merged with and into Merger Sub II in accordance with the CICL, whereupon the separate existence of the Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have the effects set forth in the CICL applicable provisions of the DLLCA and other applicable LawABCA. AccordinglyWithout limiting the generality of the foregoing, from at the Second Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises of the First Surviving Corporation and Oregano LLC shall vest in the Surviving LLC, and all debts, liabilities and duties of the First Surviving Corporation and Oregano LLC shall become the debts, liabilities and duties of the Surviving LLC. At the Second Effective Time, (i) the certificate of formation of Oregano LLC in effect immediately prior to the Second Effective Time shall be the certificate of formation of the Surviving LLC and (ii) the limited liability agreement of Oregano LLC in effect immediately prior to the Second Effective Time shall be the limited liability agreement of the Surviving LLC, in each case, until thereafter amended in accordance with the DLLCA and this Agreement and as provided in such certificate of formation or limited liability agreement. From and after the Second Effective Time, the rights, the property of every description including choses in action, officers and the business, undertaking, goodwill, benefits, immunities directors of the First Surviving Corporation shall be the officers and privileges, and authority of each the managers of the Surviving Company and Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subjectLLC (as applicable), in the same manner as the Surviving Company each case, until their respective successors are duly elected and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II qualified in accordance with the CICL. (c) Upon the terms certificate of formation and subject to the conditions set forth in this Agreement, on the Closing Date, limited liability agreement of the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICLLLC. The Second Merger shall become effective If, at the Second Effective Time. (d) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At any time after the Second Effective Time, the Surviving LLC shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (x) vest, perfect or confirm, of record or otherwise, in the Surviving LLC its right, title or interest in, to or under any of the property, rights, privileges, powers and franchises of the First Surviving Corporation or the Company or (y) otherwise carry out the provisions of this Agreement, the First Surviving Corporation and its officers and directors shall be deemed to have granted to the Surviving LLC an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such property, rights, privileges, powers and franchises in the Surviving LLC and otherwise to carry out the provisions of this Agreement, and the officers and managers of the Surviving Company shall continue LLC are authorized in office as the directors name of the Final First Surviving Company Corporation or otherwise to take any and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and all such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Companyaction. (fb) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parentthe holder thereof, the Surviving Company or Merger Sub II, (i) each ordinary issued and outstanding share of common stock, par value $0.001 per share, of the First Surviving Company Corporation issued and outstanding immediately prior to the Second Effective Time shall be canceled converted into and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share constitute the only membership interests of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstandingSurviving LLC.

The Second Merger. (a) Upon Immediately following the terms First Merger, Parent shall cause the First Surviving Corporation to merge into the Second Merger Sub, the separate corporate existence of the First Surviving Corporation shall cease and subject the Second Merger Sub shall continue as the surviving corporation. Second Merger Sub, in its capacity as the corporation surviving the Second Merger, is sometimes referred to in this Agreement as the “Surviving Corporation”. There shall be no conditions to the conditions set forth completion of the Second Merger other than the completion of the First Merger. Parent shall cause the Second Merger to be consummated by filing with the Delaware Secretary of State a certificate of merger (the “Second Certificate of Merger”) in this Agreement, at such form as is required by and executed in accordance with Section 251 of the DGCL. The Second Merger shall become effective when the Second Certificate of Merger has been filed with the Delaware Secretary of State which shall be filed immediately after the Effective Time (the “Second Effective Time”). From and after the Second Effective Time, the Surviving Company shall be merged with and into Merger Sub II in accordance with the CICL, whereupon the separate existence of the Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have the effects set forth in Section 259 of the CICL and other applicable LawDGCL. AccordinglyWithout limiting the generality of the foregoing, from and after at the Second Effective Time, except as otherwise provided in this Agreement, all the property, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, powers and authority of each franchises of the First Surviving Company Corporation and Second Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interestsCorporation, and all contracts, obligations, claims, debts, liabilities and duties of the First Surviving Corporation and Second Merger Sub shall become the debts, liabilities of each and duties of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICLCorporation. The Second Merger shall become effective at the Second Effective Time. (d) At the Second Effective Time, pursuant to (a) the Certificate of Incorporation of Second Merger, the memorandum and articles of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding in effect immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto the Certificate of Incorporation of the Surviving Corporation and (iib) each ordinary share the Bylaws of Second Merger Sub II issued and outstanding in effect immediately prior to the Second Effective Time shall remain outstandingbe the Bylaws of the Surviving Corporation, in each case, until 2 thereafter amended in accordance with the DGCL and this Agreement and as provided in such Certificate of Incorporation or Bylaws and in each case the Certificate of Incorporation and the Bylaws of the Surviving Corporation shall include the provisions required by Section 5.2(b). From and after the Second Effective Time, the officers and the directors of the First Surviving Corporation shall be the officers and the directors of the Surviving Corporation, in each case, until their respective successors are duly elected and qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. If, at any time after the Second Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (x) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, privileges, powers and franchises of the First Surviving Corporation or the Company or (y) otherwise carry out the provisions of this Agreement, the First Surviving Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such property, rights, privileges, powers and franchises in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the First Surviving Corporation or otherwise to take any and all such action.

The Second Merger. (a) Upon In accordance with Section 251 of Delaware Law and subject to, and upon the terms and conditions of, this Agreement, Merger Sub 2 shall, subject to the prior occurrence of the Domestication and the First Merger, at the Second Merger Effective Time, merge with and into the Company, the separate existence of Merger Sub 2 shall cease and the Company shall continue as the surviving corporation of the Second Merger (the “Surviving Company”) and a subsidiary directly and jointly owned by OpCo and HoldCo and shall continue to be governed by Delaware Law. (b) On the Condition Satisfaction Date, and upon the terms and subject to the conditions set forth in this Agreement, Merger Sub 2 and the Company shall file a Certificate of Merger relating to the Second Merger with the Secretary of State of the State of Delaware substantially in the form attached as Exhibit D hereto (the “Second Certificate of Merger”) and any other appropriate documents, in each case as approved by HoldCo, in accordance with Delaware Law and, on the Condition Satisfaction Date or as soon as practicable thereafter, shall make all other filings or recordings required under Delaware Law. The Second Merger shall become effective, and Merger Sub 2 and the Company shall specify in the Second Certificate of Merger that the Second Merger shall become effective, at 12:02 a.m. (Eastern Time) on the Closing Date (or, if the Condition Satisfaction Date is the Closing Date, at such time as the Second Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or such other later time as may be agreed by Parent and the Company and specified in such Second Certificate of Merger)) (the “Second Merger Effective Time”) and, for the avoidance of doubt, the Second Merger Effective Time shall occur after, but on the same day as, the First Merger Effective Time. (c) From and after the Second Merger Effective Time, the effects of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, the Surviving Company shall be merged with and into Merger Sub II in accordance with the CICL, whereupon the separate existence possess all of the Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from and after the Second Effective Time, the rights, the property of every description including choses in actionpowers, privileges and the business, undertaking, goodwill, benefits, immunities franchises and privileges, and authority of each be subject to all of the Surviving obligations, liabilities, restrictions and disabilities of the Company and Merger Sub II2, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective Timeunder Delaware Law. (d) At the Second Merger Effective Time, pursuant to by virtue of the Second Merger, the memorandum and articles certificate of association incorporation of the Final Surviving Company shall be amended and restated so to be identical to the certificate of incorporation of Merger Sub 2 as in effect immediately prior to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association Second Merger Effective Time (except that the name of the Final Surviving Company may shall be “BitGo Holdings, Inc.” or another name determined by the Parent Parties prior to the Second Merger Effective Time) and as so amended and restated shall be the certificate of incorporation of the Surviving Company until thereafter amended in accordance with its terms and as provided therein and by Law (subject to Section 6.10)Delaware Law. (e) At the Second Merger Effective Time, the bylaws of the Company shall be amended to be identical to the bylaws of Merger Sub 2 as in effect immediately prior to the Second Merger Effective Time, and, as so amended, shall be the bylaws of the Surviving Company until thereafter amended in accordance with their terms as provided therein, the Certificate of Incorporation of the Surviving Company and by Delaware Law, except that the name of the Surviving Company reflected therein shall be “BitGo Holdings, Inc.” or another name determined by the Parent Parties prior to the Second Merger Effective Time. (f) The applicable parties will take all action necessary such that, at the Second Merger Effective Time, the persons serving as the directors of Merger Sub 2 immediately prior to the Second Merger Effective Time shall be the directors of the Surviving Company shall continue Company, each to hold office in office as accordance with the directors of the Final Surviving Company and the officers Governing Documents of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with and subject to applicable Law and the memorandum and articles of association Governing Documents of the Final Surviving Company, or as otherwise provided by Delaware Law. (fg) At The applicable parties will take all action necessary such that, at the Second Merger Effective Time, unless otherwise determined by virtue of the Parent Parties prior to the Second Merger and without any action on the part of ParentEffective Time, the Surviving Company or persons serving as the officers of Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding 2 immediately prior to the Second Merger Effective Time shall be canceled and cease hold the same offices as the officers of the Surviving Company, each to exist and no payment hold office in accordance with the Governing Documents of the Surviving Company until their respective successors are duly appointed or distribution shall be made until their earlier death, resignation or removal in accordance with respect thereto and (ii) each ordinary share the Governing Documents of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstandingSurviving Company.

The Second Merger. (a) Upon As soon as practicable following the consummation of the First Merger, on the terms and subject to the conditions set forth in this Agreement and the Second Statutory Merger Agreement, and pursuant to Section 104H of the Bermuda Companies Act, at the Second Effective Time, the Surviving New Company Holdco shall be merged with and into Merger Sub II in accordance with the CICLFirst Surviving Company, whereupon the separate corporate existence of New Company Holdco shall thereupon cease, and the First Surviving Company shall cease and be the surviving company in the Second Merger Sub II shall continue as (such surviving company, the Final “Second Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of ParentCompany”). (b) The Second Merger shall have the effects set forth in the CICL and other applicable Law. Accordingly, from and after the Second Effective Time, the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Surviving Company and Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon On the terms and subject to the conditions set forth in this Agreement and the Second Statutory Merger Agreement, the First Surviving Company and New Company Holdco will (i) on or prior to the Second Closing Date, cause an application for registration of the Second Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan Merger Application”) to be executed and delivered to the Registrar as provided under Section 104A and Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 104A(2A) and Section 108(2) of the Bermuda Companies Act; (ii) cause to be included in the Second Merger Application a request that the Registrar issue the certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”) substantially in the form set out Exhibit B and the parties shall file on the Second Plan Closing Date at the time of Merger day mutually agreed upon by the First Surviving Company and other documents required under the CICL to effect Parent and set forth in the Second Merger with Application; and (iii) on the Registrar of Companies of Second Closing Date, execute and deliver the Cayman Islands as provided by Section 233 of the CICLSecond Statutory Merger Agreement. The Second Merger shall become effective at on the effective date shown on the Second Certificate of Merger issued by the Registrar. The Company agrees that it and New Company Holdco will request that the Registrar provide in the Second Certificate of Merger that the effective time of the Second Merger shall be 10:30 a.m., Bermuda time (or such other time mutually agreed upon by the First Surviving Company, New Company Holdco and Parent), on the Second Closing Date (such time, the “Second Effective Time. (d) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10”). (ec) At From and after the Second Effective Time, the directors Second Merger shall have the effects set forth in this Agreement and Section 109(2) of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving CompanyBermuda Companies Act. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding.

The Second Merger. (a) 2.1 Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with Section 251 of the Second Effective TimeDGCL, immediately following the First Merger, the First Merger Surviving Company Corporation shall be merged with and into Parent at the Second Merger Sub II in accordance with Effective Time (as hereinafter defined). Following the CICLSecond Merger Effective Time, whereupon the separate corporate existence of the First Merger Surviving Company Corporation shall cease cease, and Merger Sub II Parent shall continue as the Final Surviving Company under the Laws surviving corporation of the Cayman Islands Second Merger. 2.2 Subject to the provisions of this Agreement: (a) after the First Merger, Parent and become the First Merger Surviving Corporation shall duly prepare and execute a wholly owned Subsidiary certificate of Parent.merger (the “Second Merger Certificate”) complying with Section 251(c) of the DGCL and substantially in the form attached hereto as Exhibit B; and (b) on the date of consummation of the IPO, but after the First Merger Effective Time and prior to such consummation, Parent and the First Merger Surviving Corporation shall file the Second Merger Certificate with the Secretary of State of the State of Delaware with respect to the Second Merger. 2.3 The Second Merger shall become effective upon the filing of the Second Merger Certificate (the “Second Merger Effective Time”). The parties agree that the filing of the Second Merger Certificate shall be made on the same date as the First Merger and as soon as practicable after the First Merger Effective Time. 2.4 The Second Merger shall have the effects set forth in the CICL and other applicable LawDGCL, including without limitation, Section 259 of the DGCL. AccordinglyWithout limiting the generality of the foregoing, from and after the Second Merger Effective Time, all the properties, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, immunities, powers and authority of each franchises of the First Merger Surviving Company and Merger Sub II, Corporation shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subjectParent, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities surviving corporation of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective Time. (d) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles of association all debts, liabilities, obligations and duties of the Final First Merger Surviving Company Corporation shall be amended become the debts, liabilities, obligations and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part duties of Parent, as the Surviving Company or Merger Sub II, (i) each ordinary share surviving corporation of the Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstandingMerger.

The Second Merger. (a) Upon Immediately following the terms First Merger, Parent shall cause the First Surviving Corporation to merge into the Second Merger Sub, the separate corporate existence of the First Surviving Corporation shall cease and subject the Second Merger Sub shall continue as the surviving corporation. Second Merger Sub, in its capacity as the corporation surviving the Second Merger, is sometimes referred to in this Agreement as the “Surviving Corporation”. There shall be no conditions to the conditions set forth completion of the Second Merger other than the completion of the First Merger. Parent shall cause the Second Merger to be consummated by filing with the Delaware Secretary of State a certificate of merger (the “Second Certificate of Merger”) in this Agreement, at such form as is required by and executed in accordance with Section 251 of the DGCL. The Second Merger shall become effective when the Second Certificate of Merger has been filed with the Delaware Secretary of State which shall be filed immediately after the Effective Time (the “Second Effective Time”). From and after the Second Effective Time, the Surviving Company shall be merged with and into Merger Sub II in accordance with the CICL, whereupon the separate existence of the Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. (b) The Second Merger shall have the effects set forth in Section 259 of the CICL and other applicable LawDGCL. AccordinglyWithout limiting the generality of the foregoing, from and after at the Second Effective Time, except as otherwise provided in this Agreement, all the property, rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, powers and authority of each franchises of the First Surviving Company Corporation and Second Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interestsCorporation, and all contracts, obligations, claims, debts, liabilities and duties of the First Surviving Corporation and Second Merger Sub shall become the debts, liabilities of each and duties of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICLCorporation. The Second Merger shall become effective at the Second Effective Time. (d) At the Second Effective Time, pursuant to (a) the Certificate of Incorporation of Second Merger, the memorandum and articles of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding in effect immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto the Certificate of Incorporation of the Surviving Corporation and (iib) each ordinary share the Bylaws of Second Merger Sub II issued and outstanding in effect immediately prior to the Second Effective Time shall remain outstandingbe the Bylaws of the Surviving Corporation, in each case, until thereafter amended in accordance with the DGCL and this Agreement and as provided in such Certificate of Incorporation or Bylaws and in each case the Certificate of Incorporation and the Bylaws of the Surviving Corporation shall include the provisions required by Section 5.2(b). From and after the Second Effective Time, the officers and the directors of the First Surviving Corporation shall be the officers and the directors of the Surviving Corporation, in each case, until their respective successors are duly elected and qualified in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. If, at any time after the Second Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (x) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, privileges, powers and franchises of the First Surviving Corporation or the Company or (y) otherwise carry out the provisions of this Agreement, the First Surviving Corporation and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such property, rights, privileges, powers and franchises in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the First Surviving Corporation or otherwise to take any and all such action.

The Second Merger. (ai) Upon Unless a Tax Election has been made (in which case the terms Second Merger shall not be consummated and subject to the conditions set forth in provisions of this AgreementSection 2.3(b) shall have no effect and the Second Effective Time shall not occur), at the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the Delaware Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, 115787664v1 privileges, powers and franchises of the Initial Surviving Company and Buyer shall be merged with and into Merger Sub II vest in accordance with the CICL, whereupon the separate existence of the Surviving Company shall cease and Merger Sub II shall continue as the Final Surviving Company under the Laws Company, and all debts, liabilities and duties of the Cayman Islands Initial Surviving Company and Buyer shall become a wholly owned Subsidiary the debts, liabilities and duties of Parent. (b) The Second Merger shall have the effects set forth in the CICL and other applicable LawFinal Surviving Company. AccordinglyIf, from and at any time after the Second Effective Time, any further action is necessary or desirable to carry out the rights, the property purposes of every description including choses in action, this Agreement and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Surviving Company and Merger Sub II, shall to vest in the Final Surviving Company with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Final Surviving Company shall be liable for and subject, in the same manner as the Initial Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICL. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing DateBuyer, the Surviving Company officers and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective Time. (d) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles of association managers of the Final Surviving Company shall be amended are fully authorized in the name and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association behalf of the Final Initial Surviving Company may be amended in accordance Company, Buyer, or otherwise, to take all lawful action necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with its terms and as provided by Law (subject to Section 6.10)this Agreement. (eii) At the Second Effective Time, the directors certificate of the Surviving Company shall continue in office as the directors formation of the Final Surviving Company shall be the certificate of formation of Buyer, as in effect immediately prior to the Second Effective Time, and such certificate of formation shall be the officers certificate of formation of the Final Surviving Company until thereafter changed or amended as provided therein or by applicable Law. (iii) At the Second Effective Time, the limited liability company agreement of the Final Surviving Company shall continue be the limited liability company agreement of Buyer, as in office effect immediately prior to the Second Effective Time, until thereafter changed or amended as provided therein or by applicable Law. (iv) Immediately after the officers Second Effective Time, Parent shall be the sole managing member of the Final Surviving Company until its successor is duly admitted, designated or qualified, or until its earlier resignation or removal, in accordance with the Governing Documents of the Final Surviving Company, and such directors and officers there shall hold office until successors are duly elected be no other managing members or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association limited liability company managers of the Final Surviving Company. (fv) At Immediately after the Second Effective Time, by virtue the officers of the Merger and without any action on the part Buyer, as of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding immediately prior to the Second Effective Time Time, shall be canceled and cease to exist and no payment the officers of the Final Surviving Company until their respective successors are duly appointed or distribution shall be made until their earlier death, resignation or removal in accordance with respect thereto and (ii) each ordinary share the Governing Documents of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstandingFinal Surviving Company.

The Second Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and immediately after the First Effective Time, the First Merger Surviving Corporation shall file a certificate of merger with respect to the Second Merger, in customary form and substance (the “Second Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLLCA and shall make all other filings or recordings required under the DGCL and the DLLCA, as applicable, in connection with the Second Merger. The Second Merger shall become effective at such time as the Second Certificate of ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Second Certificate of Merger in accordance with the DGCL and the DLLCA, but in all cases after the First Effective Time (the effective time of the Second Merger being hereinafter referred to as the “Second Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, (i) the First Merger Surviving Company Corporation shall be merged with and into Merger Sub II LLC in accordance with the CICL, whereupon DGCL and the DLLCA and (ii) the separate corporate existence of the First Merger Surviving Company Corporation shall cease and Merger Sub II LLC shall continue its corporate existence under the DLLCA as the Final Surviving Company under surviving company in the Laws of the Cayman Islands and become a wholly owned Subsidiary of ParentSecond Merger. (bc) The From and after the Second Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the First Merger Surviving Corporation and Merger Sub LLC, all as provided under the DGCL and the DLLCA, and the Second Merger shall have the effects set forth herein and in the CICL and other applicable Law. Accordingly, from and after provisions of the Second Effective Time, the rights, the property of every description including choses in action, DGCL and the business, undertaking, goodwill, benefits, immunities and privileges, and authority of each of the Surviving Company and Merger Sub II, shall vest in the Final Surviving Company and the Final Surviving Company shall be liable for and subject, in the same manner as the Surviving Company and Merger Sub II, to all mortgages, charges or security interests, and all contracts, obligations, claims, debts, and liabilities of each of the Surviving Company and Merger Sub II in accordance with the CICLDLLCA. (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Surviving Company and Merger Sub II shall execute a plan of merger (the “Second Plan of Merger”) substantially in the form set out Exhibit B and the parties shall file the Second Plan of Merger and other documents required under the CICL to effect the Second Merger with the Registrar of Companies of the Cayman Islands as provided by Section 233 of the CICL. The Second Merger shall become effective at the Second Effective Time. (d) At the Second Effective Time, pursuant to the Second Merger, the memorandum and articles of association of the Final Surviving Company shall be amended and restated so as to read in its entirety as set forth on Exhibit C. Thereafter, the memorandum and articles of association of the Final Surviving Company may be amended in accordance with its terms and as provided by Law (subject to Section 6.10). (e) At the Second Effective Time, the directors of the Surviving Company shall continue in office as the directors of the Final Surviving Company and the officers of the Surviving Company shall continue in office as the officers of the Final Surviving Company, and such directors and officers shall hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable Law and the memorandum and articles of association of the Final Surviving Company. (f) At the Second Effective Time, by virtue of the Merger and without any action on the part of Parent, the Surviving Company or Merger Sub II, (i) each ordinary share of the Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be canceled and cease to exist and no payment or distribution shall be made with respect thereto and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding.