Common use of Company Awards Clause in Contracts

Company Awards. (a) At the Effective Time, each Company Option other than an Underwater Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and converted into an option to purchase shares of class A common stock, par value $0.0001 per share, of Parent (such shares, the “Parent Class A Common Stock”) (each such option, a “Converted Option”). Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Option shall be exercisable for that number of shares of Parent Class A Common Stock equal to the number of shares of Company Stock subject to the Company Option immediately before the Effective Time; and (ii) the per share exercise price for each share of Parent Class A Common Stock issuable upon exercise of the Converted Option shall be equal to the exercise price per share of Company Stock of such Company Option immediately before the Effective Time. At the Effective Time, each Underwater Option shall, automatically and without any required action on the part of the holder thereof, be canceled for no consideration. (b) At the Effective Time, any vesting conditions applicable to each Company RSU Award held by any director of the Company who is not an employee of the Company (a “Director RSU Award”) shall, automatically and without any required action on the part of the holder thereof, accelerate in full. (c) At the Effective Time, each Company RSU Award that has vested in accordance with its terms, or as provided by Section 2.03(b) in the case of Director RSU Awards (other than the Class A Rollover Shares), shall, automatically and without any required action on the part of the holder thereof, be canceled and shall only entitle the holder of such Company RSU Award to receive (without interest) an amount in cash equal to (x) the number of Class A Shares subject to such Company RSU Award or to such Director RSU Award (as the case may be) immediately prior to the Effective Time multiplied by (y) the Merger Consideration. As promptly as reasonably practicable after the Effective Time (but in any event no later than three (3) business days after the Effective Time), the Surviving Company shall pay (or cause to be paid through such other method as the Company utilizes for payments to such Persons) to the holders of the Company RSU Awards and Director RSU Awards the amounts contemplated by this Section 2.03(c); provided that, with respect to any Company RSU Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the Company Incentive Plan and applicable award agreement that will not trigger a Tax or penalty under Section 409A of the Code. At the Effective Time, each Company RSU Award that has not vested in accordance with its terms shall, automatically and without any required action on the part of the holder thereof, be canceled for no consideration. (d) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company ESPP) shall take all actions as it deems necessary or appropriate to ensure that (i) no Option Period (as defined in the Company ESPP) under the Company ESPP shall be commenced on or after the date of this Agreement, (ii) beginning on the date of this Agreement, no new participants may join the Company ESPP during an Option Period in existence under the Company ESPP as of the date of this Agreement (such purchase period(s) collectively, the “Existing Purchase Period”), (iii) beginning on the date of this Agreement, no participant may increase the amount of such participant’s payroll deductions with respect to the Existing Purchase Period and (iv) the Company ESPP shall terminate on the earliest of (A) immediately following the purchase date for the Existing Purchase Period, (B) two (2) business days prior to the Effective Time, in which case all participant contributions under the Company ESPP shall be used to purchase Class A Shares on such date in accordance with the terms of the Company ESPP as if such date was the last day of the Existing Purchase Period (such earlier date, the “ESPP Purchase Date”) and (C) the date that the Company otherwise terminates the Company ESPP. (e) Prior to the Effective Time, the Company shall provide such notice, if any, to the extent required under the terms of the Company Incentive Plan or the Company ESPP and obtain any necessary consents, waivers or releases, and the Company or the Company Board (or, if appropriate, any committee administering the Company Incentive Plan or the Company ESPP), as applicable, shall adopt any resolutions and take any other actions that are necessary or appropriate to: (i) effectuate the treatment of the Company Equity Awards and the Company ESPP pursuant to this Section 2.03; and (ii) ensure that after the Effective Time, neither any holder of a Converted Option, an Underwater Option, or a Company RSU Award, any beneficiary thereof, nor any other participant in any Company Incentive Plan shall have any right thereunder to acquire any securities of the Company or to receive any payment or benefit with respect to any award previously granted under the Company Incentive Plan, except as provided in this Section 2.03. (f) Prior to the Effective Time, the Company shall deliver to the holders of Company Options and Company RSU Awards notices, in a form reasonably acceptable to Parent, setting forth the effect of the Merger on such holders’ rights and describing the treatment of such awards in accordance with this Section 2.03. (g) Parent will (i) reserve for issuance the number of shares of Parent Class A Common Stock that will become subject to the Converted Options, and (ii) issue or cause to be issued the appropriate number of shares of Parent Class A Common Stock, upon the exercise of the Converted Options.

Company Awards. (a) At the Effective Time, by virtue of the occurrence of the Merger, and without any action on the part of the Company, Parent, Merger Sub or the holder thereof, each Company Option other than an Underwater Option and each Company SAR, in each case, that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, Time shall automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent canceled and converted into and shall thereafter represent the right to receive an option amount in cash, without interest, equal to purchase the product of (i) the total number of shares of class A common stock, par value $0.0001 per share, of Parent (such shares, the “Parent Class A Common Stock”) (each such option, a “Converted Option”). Each Converted Option shall continue to have and be Shares subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that (i) each Converted Option shall be exercisable for that number of shares of Parent Class A Common Stock equal to the number of shares of or Company Stock subject to the Company Option immediately before the Effective Time; and SAR multiplied by (ii) the per share exercise price for each share of Parent Class A Common Stock issuable upon exercise excess, if any, of the Converted Option shall be equal to Merger Consideration over the exercise price per share of Company Stock or base price per share, as applicable, of such Company Option immediately before or Company SAR; provided that, if the Effective Time. At exercise price per share or base price per share, as applicable, of such Company Option or Company SAR is equal to or greater than the Effective TimeMerger Consideration, each Underwater then such Company Option shall, or Company SAR shall automatically and without any required action on the part of the holder thereof, be canceled for no consideration. (b) At the Effective Time, any vesting conditions applicable to each Company RSU Award held by any director virtue of the Company who is not an employee occurrence of the Company (a “Director RSU Award”) shallMerger, automatically and without any required action on the part of the Company, Parent, Merger Sub or the holder thereof, accelerate each Company RSU Award that is outstanding immediately prior to the Effective Time shall automatically be canceled and converted into the right to receive an amount in fullcash, without interest, equal to the product of (i) the Merger Consideration and (ii) the number of Common Shares subject to such Company RSU Award. (c) At the Effective Time, each Company RSU Award that has vested in accordance with its termsby virtue of the occurrence of the Merger, or as provided by Section 2.03(b) in the case of Director RSU Awards (other than the Class A Rollover Shares), shall, automatically and without any required action on the part of the Company, Parent, Merger Sub or the holder thereof, be canceled and shall only entitle the holder of such each Company RSU PSU Award to receive (without interest) an amount in cash equal to (x) the number of Class A Shares subject to such Company RSU Award or to such Director RSU Award (as the case may be) that is outstanding immediately prior to the Effective Time multiplied by shall automatically be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (yi) the Merger Consideration. As promptly as reasonably practicable after Consideration and (ii) the number of Common Shares subject to such Company PSU Award determined based on the achievement of applicable performance goals at target levels. (d) Promptly following the Effective Time (but in any event event, no later than three (3) business days after the end of the first regular payroll cycle commencing following the Effective Time), the Surviving Company shall pay (or cause to be paid through such other method as the Company utilizes for payments to such Persons) to the holders of the Company RSU Awards and Director RSU Awards the amounts contemplated by this Section 2.03(c); provided thatAwards, with respect to any Company RSU Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the Company Incentive Plan and applicable award agreement that will not trigger a Tax or penalty under Section 409A of the Code. At the Effective Time, each Company RSU Award that has not vested in accordance with through its terms shall, automatically and without any required action on the part of the holder thereof, be canceled for no consideration. (d) Prior to the Effective Time, the Company Board (or, if appropriatepayroll systems, any committee administering the Company ESPP) shall take all actions as it deems necessary or appropriate to ensure that (i) no Option Period (as defined in the Company ESPP) under the Company ESPP shall be commenced on or after the date of this Agreementamounts due, (ii) beginning on the date of this Agreementless applicable Tax withholdings, no new participants may join the Company ESPP during an Option Period in existence under the Company ESPP as of the date of this Agreement (such purchase period(s) collectively, the “Existing Purchase Period”), (iii) beginning on the date of this Agreement, no participant may increase the amount of such participant’s payroll deductions with respect to the Existing Purchase Period and (iv) the Company ESPP shall terminate on the earliest of (A) immediately following the purchase date for the Existing Purchase Period, (B) two (2) business days prior to the Effective Time, in which case all participant contributions under the Company ESPP shall be used to purchase Class A Shares on such date in accordance with the terms of the Company ESPP as if such date was the last day of the Existing Purchase Period (such earlier date, the “ESPP Purchase Date”) and (C) the date that the Company otherwise terminates the Company ESPP. (e) Prior to the Effective Time, the Company shall provide such notice, if any, to the extent required under the terms of the Company Incentive Plan or the Company ESPP and obtain any necessary consents, waivers or releases, and the Company or the Company Board (or, if appropriate, any committee administering the Company Incentive Plan or the Company ESPP), as applicable, shall adopt any resolutions and take any other actions that are necessary or appropriate to: (i) effectuate the treatment of the Company Equity Awards and the Company ESPP pursuant to this Section 2.03; and (ii) ensure that after the Effective Time, neither any holder of a Converted Option, an Underwater Option, or a Company RSU Award, any beneficiary thereof, nor any other participant in any Company Incentive Plan shall have any right thereunder to acquire any securities of the Company or to receive any payment or benefit with respect to any award previously granted under the Company Incentive Plan, except as provided in this Section 2.03. (f) Prior to the Effective Time, the Company shall deliver to the holders of Company Options and Company RSU Awards notices, in a form reasonably acceptable to Parent, setting forth the effect of the Merger on such holders’ rights and describing the treatment of such awards in accordance with this Section 2.03. (g) Parent will (i) reserve for issuance the number of shares of Parent Class A Common Stock that will become subject to the Converted Options, and (ii) issue or cause to be issued the appropriate number of shares of Parent Class A Common Stock, upon the exercise of the Converted Options.

Company Awards. (a) At the Effective Time, each Company Option other than an Underwater Option (which, for the avoidance of doubt, shall not include any option to purchase Common Shares under the ESPP), whether vested or unvested, that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any required action on the part shall be canceled as of any holder or beneficiary thereof, be assumed by Parent and converted into an option to purchase shares of class A common stock, par value $0.0001 per share, of Parent (such shares, the “Parent Class A Common Stock”) (each such option, a “Converted Option”). Each Converted Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Effective Time (including expiration dateeach such Company Option that is so canceled, vesting conditionsa “Cash-Out Option”, and exercise provisions), except that the Surviving Corporation shall pay each holder of such Cash-Out Option at or promptly after the Effective Time for each such Cash-Out Option an amount in cash (less any applicable withholding or deductions) equal to the product of (i) each Converted the excess, if any, of the Merger Consideration over the applicable exercise price per Common Share of such Cash-Out Option shall be exercisable for that number of shares of Parent Class A Common Stock equal to the number of shares of Company Stock subject to the Company Option immediately before the Effective Time; and multiplied by (ii) the per share exercise price for each share number of Parent Class A Common Stock issuable upon exercise of the Converted Option shall be equal to the exercise price per share of Company Stock Shares such holder could have purchased (assuming full vesting of such Company Cash-Out Option) had such holder exercised such Cash-Out Option in full immediately before prior to the Effective Time. At the Effective Time, each Underwater Option shall, automatically and without any required action on the part of the holder thereof, be canceled for no consideration. (b) At the Effective Time, each restricted Common Share and any vesting conditions applicable to each Company RSU Award held by any director of the Company who is not an employee of the Company restricted unit representing a Common Share (a such restricted Common Shares and restricted units representing Common Shares, “Director RSU AwardRestricted Shares”) shallgranted under a Stock Plan, automatically and without any required action on the part of the holder thereofwhether vested or unvested, accelerate in full. (c) At the Effective Time, each Company RSU Award that has vested in accordance with its terms, or as provided by Section 2.03(b) in the case of Director RSU Awards (other than the Class A Rollover Shares), shall, automatically and without any required action on the part of the holder thereof, be canceled and shall only entitle the holder of such Company RSU Award to receive (without interest) an amount in cash equal to (x) the number of Class A Shares subject to such Company RSU Award or to such Director RSU Award (as the case may be) immediately prior to the Effective Time multiplied by (y) the Merger Consideration. As promptly as reasonably practicable after the Effective Time (but in any event no later than three (3) business days after the Effective Time), the Surviving Company shall pay (or cause to be paid through such other method as the Company utilizes for payments to such Persons) to the holders of the Company RSU Awards and Director RSU Awards the amounts contemplated by this Section 2.03(c); provided that, with respect to any Company RSU Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the Company Incentive Plan and applicable award agreement that will not trigger a Tax or penalty under Section 409A of the Code. At the Effective Time, each Company RSU Award that has not vested in accordance with its terms shall, automatically and without any required action on the part of the holder thereof, be canceled for no consideration. (d) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company ESPP) shall take all actions as it deems necessary or appropriate to ensure that (i) no Option Period (as defined in the Company ESPP) under the Company ESPP shall be commenced on or after the date of this Agreement, (ii) beginning on the date of this Agreement, no new participants may join the Company ESPP during an Option Period in existence under the Company ESPP as of the date of this Agreement (such purchase period(s) collectively, the “Existing Purchase Period”), (iii) beginning on the date of this Agreement, no participant may increase the amount of such participant’s payroll deductions with respect to the Existing Purchase Period and (iv) the Company ESPP shall terminate on the earliest of (A) outstanding immediately following the purchase date for the Existing Purchase Period, (B) two (2) business days prior to the Effective Time, in which case all participant contributions under the Company ESPP shall be used to purchase Class A Shares on converted into, and become exchangeable for (each such date in accordance with the terms of the Company ESPP as if such date was the last day of the Existing Purchase Period (such earlier dateRestricted Share, a “Cash-Out Share”), the “ESPP Purchase Date”) and Merger Consideration (C) the date that the Company otherwise terminates the Company ESPPless any applicable withholding or deductions). (ec) Prior As soon as reasonably practicable following the date hereof and, in any event, at least 3 weeks prior to the Effective Time, the Company shall provide such noticeprepare and deliver to Acquiror an initial list of (i) each outstanding Company Option (which, if anyfor the avoidance of doubt, shall not include any option to the extent required purchase Common Shares under the terms of the Company Incentive Plan or the Company ESPP and obtain any necessary consents, waivers or releases, and the Company or the Company Board (or, if appropriate, any committee administering the Company Incentive Plan or the Company ESPP), as applicableincluding the holder, shall adopt any resolutions date of grant, exercise price, vesting schedule and take any other actions that are necessary or appropriate to: (i) effectuate the treatment number of the Company Equity Awards and the Company ESPP pursuant to this Section 2.03; Common Shares subject thereto and (ii) ensure that after each outstanding grant of Restricted Shares granted under a Stock Plan, including the holder, date of grant, vesting schedule and number of Common Shares subject thereto, which list shall be revised from time to time prior to the Effective Time. Upon the reasonable request of Acquiror, neither any holder of a Converted Option, an Underwater Option, or a Company RSU Award, any beneficiary thereof, nor any other participant in any Company Incentive Plan shall have any right thereunder to acquire any securities of the Company shall provide Acquiror with all information as may be reasonably necessary or advisable to receive verify such list and, should Acquiror question any payment portion of such list, the parties agree to cooperate in good faith to resolve any such question. Acquiror shall verify to the Company such list no later than the business day immediately preceding the Closing Date. The parties agree that such list, as may be revised from time to time and as so verified by Acquiror, shall be binding upon all Persons (including the affected participants in the applicable Stock Plans) as to the treatment of all Company Options and restricted or benefit performance-based Common Shares granted under a Stock Plan outstanding immediately prior to the Effective Time. (d) The Company shall take any actions with respect to any award previously granted under the Company Incentive PlanESPP as are reasonably necessary to provide that (i) participants may not increase their contribution levels above current levels for the current Offering Period (as defined in the ESPP), except (ii) no additional participants shall be permitted to participate in the ESPP, and (iii) the ESPP shall be suspended as provided in this Section 2.03. of the earlier of (fA) Prior the end of the current Offering Period and (B) immediately prior to the Effective Time, the Company and all balances in ESPP participant accounts shall deliver be applied to the holders purchase of Company Options and Company RSU Awards notices, in a form reasonably acceptable to Parent, setting forth the effect of the Merger on such holders’ rights and describing the treatment of such awards Common Shares in accordance with this Section 2.03. (g) Parent will (i) reserve for issuance the number terms of shares of Parent Class A Common Stock that will become subject the ESPP immediately prior to the Converted Options, and (ii) issue or cause to be issued the appropriate number of shares of Parent Class A Common Stock, upon the exercise of the Converted OptionsEffective Time.

Company Awards. (a) At the Effective Time, each Company Option other than an Underwater Option that is outstanding or immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by Parent and converted into an each option to purchase shares of class A common stock, par value $0.0001 per share, of Parent Company Stock (such shares, the “Parent Class A Common Stock”) (each such optioneach, a “Converted Company Stock Option”). Each Converted Option ) that is then-outstanding under any Company Stock Plan, whether or not exercisable or vested, shall continue to have automatically and without any action on behalf of the holder thereof be subject to substantially canceled, and the same terms and conditions as were applicable to Company shall pay the holder of such Company Stock Option immediately before the Effective Time (including expiration date, vesting conditions, and exercise provisions), except that an amount in cash determined by multiplying (i) each Converted the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Stock Option shall be exercisable for that number of shares of Parent Class A Common Stock equal to by (ii) the number of shares of Company Stock subject to underlying such Company Stock Option (assuming full vesting of the Company Option immediately before Stock Option) had such holder exercised the Effective Time; and (ii) the per share exercise price for each share of Parent Class A Common Stock issuable upon exercise of the Converted Option shall be equal to the exercise price per share of Company Stock of such Company Option in full immediately before prior to the Effective Time. At For the Effective Timeavoidance of doubt, each Underwater Company Stock Option shall, automatically and with an exercise price that is equal to or greater than the Merger Consideration shall be canceled without any required action on the part of consideration to the holder thereof, be canceled for no consideration. (b) At or immediately prior to the Effective Time, any (i) each award of Company Stock that is subject to vesting or other forfeiture conditions applicable (each, a “Company Restricted Share”), and (ii) each restricted stock unit entitling the holder to each delivery of shares of Company RSU Award held by any director Stock, subject to satisfaction of vesting or other forfeiture conditions, whether settled in cash or in stock (each, a “Company RSU” and together with the Company who Restricted Shares, the “Company Restricted Stock Awards”), that is then-outstanding under any Company Stock Plan, whether or not an employee of the Company (a “Director RSU Award”) shallvested, shall automatically and without any required action on the part behalf of the holder thereofthereof be canceled, accelerate in full. (c) At and the Effective Time, each Company RSU Award that has vested in accordance with its terms, or as provided by Section 2.03(b) in the case of Director RSU Awards (other than the Class A Rollover Shares), shall, automatically and without any required action on the part of shall pay the holder thereof, be canceled and shall only entitle the holder of such Company RSU Award to receive (without interest) an amount in cash equal to (x) the product of the Merger Consideration and the number of Class A Shares subject to shares of Company Stock represented by such Company RSU Award or to such Director RSU Award (as Restricted Stock Award. Notwithstanding the case may be) immediately prior to the Effective Time multiplied by (y) the Merger Consideration. As promptly as reasonably practicable after the Effective Time (but in any event no later than three (3) business days after the Effective Time), the Surviving Company shall pay (or cause to be paid through such other method as the Company utilizes for payments to such Persons) to the holders of the Company RSU Awards and Director RSU Awards the amounts contemplated by this Section 2.03(c); provided thatforegoing, with respect to any Company RSU Award RSUs that constitutes constitute nonqualified deferred compensation subject to Section 409A of the Code and that is are not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the applicable Company Incentive Stock Plan and applicable award agreement that will not trigger a Tax or penalty under Section 409A of the Code. . (c) At or immediately prior to the Effective Time, each Company RSU Award that has not vested in accordance with its performance cash unit (and not, for the avoidance of doubt, any restricted cash unit whose terms shall, automatically and without any required action on the part of provide only for service-based vesting) entitling the holder thereofto delivery of cash that is subject to performance and to the satisfaction of vesting or other forfeiture conditions that is then-outstanding under any Company Stock Plan, shall be canceled for no considerationamended to provide that the applicable performance conditions are deemed to have been achieved at the greater of target or actual performance, with such performance cash unit to otherwise remain outstanding subject to its existing terms and conditions. (d) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company ESPP) shall take all actions as it deems necessary or appropriate use best efforts to ensure that (i) no Option Period (as defined in the Company ESPP) under the Company ESPP shall be commenced on or after the date of this Agreement, (ii) beginning on the date of this Agreement, no new participants may join the Company ESPP during an Option Period in existence under the Company ESPP as of the date of this Agreement (such purchase period(s) collectively, the “Existing Purchase Period”), (iii) beginning on the date of this Agreement, no participant may increase the amount of such participant’s payroll deductions with respect to the Existing Purchase Period and (iv) the Company ESPP shall terminate on the earliest of (A) immediately following the purchase date for the Existing Purchase Period, (B) two (2) business days prior to the Effective Time, in which case all participant contributions under the Company ESPP shall be used to purchase Class A Shares on such date in accordance with the terms of the Company ESPP as if such date was the last day of the Existing Purchase Period (such earlier date, the “ESPP Purchase Date”) and (C) the date that the Company otherwise terminates the Company ESPP. (e) Prior to the Effective Time, the Company shall provide such notice, if any, to the extent required under the terms of the Company Incentive Plan or the Company ESPP and obtain any necessary consents, waivers or releases, and the Company or the Company Board (or, if appropriate, any committee administering the Company Incentive Plan or the Company ESPP), as applicable, shall adopt any resolutions and take any other actions that are necessary or appropriate to: (i) to effectuate the treatment of the Company Equity Stock Options or Company Restricted Stock Awards and the Company ESPP pursuant to contemplated by this Section 2.03; 2.04. Except as provided in the last sentence of each of Sections 2.04(b) and (ii) ensure that c), all payments under this Section 2.04 shall be made at or as soon as practicable after the Effective Time, neither any holder of a Converted Optionpursuant to the Company’s ordinary payroll practices, an Underwater Option, or a Company RSU Award, any beneficiary thereof, nor any other participant in any Company Incentive Plan and shall have any right thereunder to acquire any securities of the Company or to receive any payment or benefit with respect be subject to any award previously granted under the Company Incentive Plan, except as provided in this Section 2.03applicable withholding. (f) Prior to the Effective Time, the Company shall deliver to the holders of Company Options and Company RSU Awards notices, in a form reasonably acceptable to Parent, setting forth the effect of the Merger on such holders’ rights and describing the treatment of such awards in accordance with this Section 2.03. (g) Parent will (i) reserve for issuance the number of shares of Parent Class A Common Stock that will become subject to the Converted Options, and (ii) issue or cause to be issued the appropriate number of shares of Parent Class A Common Stock, upon the exercise of the Converted Options.