Common use of Company Capital Stock Clause in Contracts

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6: (i) Each share of Company Series A Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series A Consideration; (ii) Each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent.

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part Merger, each share of ParentCompany Capital Stock (excluding (A) Cancelled Shares, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all which shall be treated in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 1(e)(ii), and Section 1.6: (iB) Each share of Company Series A Preferred Stock (other than Dissenting Shares, which shall be treated in the manner set forth in Section 1(e)(iii)) that is issued and outstanding as of immediately prior to the Effective Time shall Time, upon the terms and subject to the conditions set forth in this Section 1(e)(i) and throughout this Agreement, including the escrow provisions set forth herein, will be cancelled and extinguished and be converted automatically into the right to receive an amount receive, upon delivery of a letter of transmittal, in cash equal the form of Exhibit B attached hereto (“Transmittal Letter”), that portion of the Merger Consideration to which such Company Capital Stock is entitled as set forth in the Per Share Series A Consideration;Allocation Schedule. (iiA) Each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to For the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares holder of Company Capital Stock held as of the Closing (the “Stockholders”) at the Effective Time, the amounts described in this Section 1(e)(i) shall be calculated assuming that the Merger Consideration is equal to that portion of the Merger Consideration payable to the Stockholders, and shall be adjusted following the Closing as set forth herein; provided that the amount payable to each Major Seller will be reduced by such Company Major Sellers’ Pro Rata Share of the Escrow Amounts and the Reserve Amount. The aggregate amount to be paid to a Stockholder immediately prior to the Closing, or an Optionholder on account of such Optionholder’s cancelled Options, shall be rounded down to the nearest whole cent. (xiiB) Each share of All Company Capital Stock that is issued Stock, when cancelled, extinguished and converted pursuant to this Section 1(e)(i) shall no longer be outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into cancelled and represent only retired, and each former Stockholder shall cease to have any rights with respect thereto, except the right to receive the consideration provided for Company Capital Stockin this Agreement. (C) At the Effective Time, Parent shall pay or cause to be paid by wire transfer of immediately available funds (and to the extent Taxes are withheld, such withheld amounts shall be treated as applicablehaving been delivered and paid to the applicable recipient) the following: (1) all Repaid Indebtedness and Transaction Expenses, in each case as set forth in Section 1.3(b)(i)-(xon Schedules 1(i)(i) and 1(i)(ii), without interest thereon, and subject which such schedules shall have been delivered by the Company to Parent no later than three (3) Business Days prior to the escrow provisions set forth Effective Time; (2) to the Escrow Agent, the Escrow Amounts for deposit in Section 2.3(b)(iithe Escrow Accounts; (3) to the Sellers’ Representative, an amount equal to the Reserve Amount for deposit into a bank account (the “Reserve Account”) controlled by the Sellers’ Representative to be used towards the costs and Article VIII and expense provisions expenses, if any, incurred by the Sellers’ Representative in Article IX, upon surrender defending and/or resolving any claims brought by any member of the certificate representing such shares. The Company shall give Parent (i) prompt notice Group hereunder, expenses incurred by the Sellers for services of any written demand for appraisal received by the Independent Accounting Firm, payments required to be made to the Company pursuant to Section 1(h)(iv) to the applicable provisions extent the Escrow Amount is insufficient to cover such payments, if any (it being agreed that the Major Sellers shall remain liable for such payments to the extent such payments exceed the Escrow Amount and the Reserve Amount), or any other costs or expenses incurred by the Sellers’ Representative in the performance of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Lawits obligations as Sellers’ Representative. The Company Major Sellers will not receive any interest or earnings on the Reserve Account and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Sellers’ Representative’s responsibilities, the Sellers’ Representative shall notdistribute any amounts remaining in the Reserve Account to the Payments Administrator for further distribution to the Major Sellers, except in accordance with the prior written consent Allocation Schedule. For tax purposes, the Reserve Account will be treated as having been received and voluntarily set aside by the Major Sellers at the time of Parent, make Closing; and (4) that portion of the Merger Consideration payable to the Sellers to the Payments Administrator pursuant to the terms of Section 1(f) (after deduction of any payment with respect to any such demands or offer to settle or settle any such demands. Any communication consideration to be made retained by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior pursuant to the Company receiving Parent’s prior written consentHoldback Agreements) and as set forth in the Allocation Schedule.

Company Capital Stock. At the Effective TimeSubject to Section 2.9, by virtue of the Merger Section 2.12 and without any action on the part of ParentArticle VIII, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6: (i) Each each share of Company Series A Preferred Common Stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than shares of Company Common Stock to be canceled in accordance with Section 2.8(a) and other than Dissenting Shares) that is issued and outstanding as of immediately prior to shall be converted at the Merger 1 Effective Time shall be cancelled and converted automatically into the right to receive an amount (A) the Per Share Common Cash Amount, without interest, and (B) the Per Share Common Stock Amount; (ii) each share of Company Class A Common Stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than shares of Company Class A Common Stock to be canceled in cash equal accordance with Section 2.8(a) and other than Dissenting Shares) shall be converted at the Merger 1 Effective Time into the right to receive (A) the Per Share Class A Common Cash Amount, without interest, and (B) the Per Share Class A Common Stock Amount; (iii) each share of Series A Preferred Stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than shares of Series A Preferred Stock to be canceled in accordance with Section 2.8(a) and other than Dissenting Shares) shall be converted at the Merger 1 Effective Time into the right to receive (A) the Per Share Series A Consideration; Cash Amount, without interest, and (iiB) Each the Per Share Series A Stock Amount; (iv) each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than shares of Series B Preferred Stock to be canceled in accordance with Section 2.8(a) and other than Dissenting Shares) that is issued and outstanding as of immediately prior to shall be converted at the Merger 1 Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to (A) the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrenderedCash Amount, each Company Stock Certificate that is outstanding after the Effective Time shall be deemedwithout interest, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all Per Share Series B Stock Amount. All such shares of Company Capital Stock held by Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired, and each holder of a Company Certificate representing any such shares of Company Stockholder Capital Stock, as applicable, shall be rounded down cease to have any rights with respect thereto, except the nearest whole cent. (xii) Each right to receive, subject to Section 2.9 and Article VIII, the applicable Merger Consideration and Additional Cash Consideration with respect to such shares upon the surrender of such certificate in accordance with Section 2.9. Immediately prior to, but contingent upon, the Merger 1 Effective Time, any share of Company Capital Stock that is issued unvested shall become fully vested and outstanding and held by the Company as any rights of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn repurchase or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the forfeiture applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands share shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentlapse.

Company Capital Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of ParentBuyer, Merger Sub, the Company, Company or the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6Stockholders: (ia) Each Subject to the provisions of this Section 2 and other applicable provisions of this Agreement, each share of Company Series Class A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time automatically shall be cancelled and retired, shall cease to exist and shall no longer be outstanding and shall be converted automatically into the right to receive an amount in cash equal of the Merger Consideration (including the Earnout Payment) allocable to each such share of Class A Preferred Stock, as set forth on the Merger Consideration Calculation Statement delivered pursuant to Section 2.6.7. (b) Subject to the Per Share Series A Consideration; (ii) Each provisions of this Section 2 and other applicable provisions of this Agreement, each share of Company Series B Class A-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled other than Dissenting Shares”) automatically shall be cancelled without any consideration paid thereforand retired, shall cease to exist and shall no longer be outstanding and shall be converted into the right to receive a portion of the Merger Consideration (including the Earnout Payment) allocable to each such share of Class A-1 Preferred Stock, as set forth on the Merger Consideration Calculation Statement delivered pursuant to Section 2.6.7. (xiiic) Notwithstanding any other Subject to the provisions of this Agreement to the contrarySection 2 and other applicable provisions of this Agreement, any shares each share of Company Capital Common Stock issued and outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “other than Dissenting Shares”)) automatically shall be cancelled and retired, shall not cease to exist and shall no longer be outstanding and shall be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive a portion of the consideration for Merger Consideration (including the Earnout Payment) in cash allocable to each such share of Company Capital Common Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to on the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company Merger Consideration Calculation Statement delivered pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentSection 2.6.7.

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Lossa) in respect thereof and the Exchange Documents all in the manner Except as otherwise provided in Section 2.3(d)2.5.2, and in each case subject to withholdings and adjustments as set forth the escrow provisions in Section 1.5 2.7, the provisions for the Stockholders’ Representatives Fund in Section 2.13 and Section 1.6: (i) Each the indemnity provisions in Article 8, each share of Company Series A Preferred Capital Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall (other than any Dissenting Shares), will be cancelled converted as follows: (1) each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive (i) an amount in cash equal to (a) the Per Share Series A Liquidation Preference, plus (b) the Per Share Consideration, (ii) the Pro Rata Portion of the Closing Cash Distribution (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.11.5(a) * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. and (iii) the Pro Rata Portion of the Contingent Consideration (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.12, in each case payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such shares of Series A Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration described above with respect to such share; (2) each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive (i) an amount in cash equal to (a) the Per Share Series B Liquidation Preference, plus (b) the Per Share Consideration, (ii) the Pro Rata Portion of the Closing Cash Distribution (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.11.5(a) and (iii) the Pro Rata Portion of the Contingent Consideration (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.12, in each case payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such shares of Series B Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration described above with respect to such share; (3) each share of Series Bl Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive (i) an amount in cash equal to (a) the Per Share Series Bl Liquidation Preference, plus (b) the Per Share Consideration, (ii) the Pro Rata Portion of the Closing Cash Distribution (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.11.5(a) and (iii) the Pro Rata Portion of the Contingent Consideration (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.12, in each case payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such shares of Series Bl Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration described above with respect to such share; and (4) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive (i) an amount in cash equal to the Per Share Series A Consideration, (ii) the Pro Rata Portion of the Closing Cash Distribution (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.11.5(a) and (iii) the Pro Rata Portion of the Contingent Consideration (if any) that a holder of one share of Company Capital Stock would be entitled to receive pursuant to Section 2.12, in each case payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. shares of Company Common Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the consideration described above with respect to such share. (b) Section 2.5.3 of the Disclosure Schedule sets forth the following information with respect to each Equityholder: (1) the name and address of such Equityholder; (ii2) Each share if such Equityholder held shares of Company Series B Preferred Capital Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall Time, (x) the number and class of such shares, (y) such Equityholder’s Pro Rata Portion, and (z) the amount to be cancelled and converted automatically into the right paid to receive an amount in cash equal such Equityholder pursuant to the Per Share Series B ConsiderationSection 2.8.2(a) with respect to such shares of Company Capital Stock; (iii3) Each share if such Equityholder is a Series Bl Call Right Seller, (x) the amount of the Series Bl Call Purchase Price set forth next to such Equityholder’s name on Exhibit D, (y) such Equityholder’s Series Bl Call Pro Rata Portion, and (z) the amount to be paid to such Equityholder pursuant to Section 2.8.2(c) with respect to such Equityholder’s Series Bl Call Rights; (4) if such Equityholder held Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding Warrants as of immediately prior to the Effective Time shall Time, (x) the number and class of shares subject to such Company Warrants, (y) such Equityholder’s Warrant Pro Rata Portion, and (z) the amount to be cancelled and converted automatically into the right paid to receive an amount in cash equal such Equityholder pursuant to the Per Share Series C Consideration;Section 2.8.2(b) with respect to such Company Warrants; and (iv5) Each share of if such Equityholder held Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding Options as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; Time, (x) Each share the number of shares of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior subject to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each such Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x)Options, (Ay) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated Equityholder’s Option Pro Rata Portion, and (Bz) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company Equityholder pursuant to the applicable provisions of Delaware Law and (iiSection 2.5.5(a) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentOptions.

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other PersonCompany Stockholder, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof terms and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as the conditions set forth in this Section 1.5 1.7 and Section 1.6: throughout this Agreement, (iA) Each each outstanding share of Company Series A AA Preferred Stock (other than Company Treasury Stock and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled canceled and extinguished and converted automatically into (1) the right to receive an amount in of cash (without interest) equal to (i) for each Company Stockholder possessing Series AA Preferred Stock shall receive the amount set forth opposite their name in Section 1.7(b)(i) of the Disclosure Schedules (the “Series AA Preferential Amount Per Share”); (2) the Per Share Series A Consideration; Closing Participation Consideration for such share, (ii3) Each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal upon payment of the Note and subject to Article 6, the Note Amount Per Share Series B Consideration; for such share, and (iii4) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Earn-Out Amount Per Share Series C Consideration; at the time and on the terms set forth in the Earn-Out Agreement attached hereto as Exhibit D (ivthe “Earn-Out Agreement”); and (B) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and each outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares Company Treasury Stock and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled canceled and extinguished and converted automatically into (1) the right to receive an amount in of cash (without interest) equal to the Per Share Common Consideration; Closing Participation Consideration for such share, (xi2) Until so surrenderedthe right to receive upon payment of the Note and subject to Article 6, the Note Amount Per Share for such share, and (3) the right to receive the Earn-Out Amount Per Share at the time and on the terms set forth in the Earn-Out Agreement, in each Company Stock case of subsection (A) and (B) above subject to reduction for applicable Tax withholding, upon the surrender of the applicable Certificate that is outstanding after (or alternatively, a Lost Instrument Affidavit and a Lost Instrument Indemnity Agreement), in accordance with the Effective Time shall be deemed, for all purposes terms of this Agreement and in the manner provided herein. From and after the Effective Time, to evidence only each share of Company Capital Stock that is canceled and converted into the right to receive that portion of the consideration payable Merger Consideration by virtue of the Merger pursuant to this Section 1.7(b)(i) shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate formerly representing each such share of Company Capital Stock shall cease to have any rights with respect thereto other than the above Sections 1.3(b)(i)-(xright to receive, upon the terms and subject to the conditions set forth in this Agreement, that portion of the Merger Consideration payable in respect of each share of Company Capital Stock evidenced by such certificate pursuant to this Section 1.7(b)(i) (subject to reduction for applicable Tax withholding), upon the surrender of the applicable Certificate (or alternatively, a Lost Instrument Affidavit and a Lost Instrument Indemnity Agreement) in accordance with the terms of this Agreement and in the manner provided herein. For purposes of calculating the aggregate amount of consideration cash payable to each Company Stockholder in respect of such Company Stockholder’s shares of Company Capital Stock pursuant to Sections 1.3(b)(i)-(xthis Section 1.7(b)(i), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be aggregated on a certificate-by-certificate basis, if applicable, and (B) the amount of cash payable in respect of each such certificate shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent.

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, any party hereto or the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d)Stockholders, and in each case subject to withholdings Sections 2.7 and adjustments as set forth in Section 1.5 and Section 1.62.10 below: (i) Each each share of Company Series A Preferred Common Stock outstanding immediately prior to the Effective Time (other than any shares of Company Restricted Stock, Dissenting Shares, or any shares of Company Common Stock to be cancelled pursuant to Section 2.5(d)) shall be cancelled and shall automatically be converted into the right to receive (A) at Closing, an amount in cash, without interest, equal to the Per Share Initial Consideration, less the Per Share Escrow Contribution; (B) the Per Share Earnout Amount, if any, payable pursuant to Section 2.3(b) hereof; and (C) the Per Share Escrow Release, if any; (ii) each share of Company Preferred Stock outstanding immediately prior to the Effective Time (other than any Dissenting Shares) that is issued shall be cancelled and shall automatically be converted into the right to receive (A) at Closing, an amount in cash, without interest, equal to the Per Share Initial Consideration, less the Per Share Escrow Contribution; (B) the Per Share Earnout Amount, if any, payable pursuant to Section 2.3(b) hereof; and (C) the Per Share Escrow Release, if any; and (iii) each share of Company Restricted Stock outstanding as of immediately prior to the Effective Time (other than any Dissenting Shares) shall be cancelled and shall automatically be converted automatically into the right to receive an amount (A) a number of shares of Nice Ltd. Ordinary Shares subject to the restrictions, terms and conditions set forth in cash this Section 2.5(a)(iii) (“Nice Ltd. Restricted Stock”) equal to the quotient obtained by dividing (i) the Per Share Series A Initial Consideration; , less the Per Share Escrow Contribution by (ii) Each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrenderedAverage Closing Price, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be then rounded down to the nearest whole cent. number of shares of Nice Ltd. Restricted Stock; (xiiB) Each the Per Share Earnout Amount, if any, payable pursuant to Section 2.3(b) hereof; and (C) the Per Share Escrow Release, if any. In respect of the Per Share Earnout Amount, each Company Holder who has remained an employee of the Surviving Corporation, Parent or an Affiliate of Parent, as applicable, as of the Earnout Determination Date shall have no further requirement of continued service to earn the Per Share Earnout Amount in respect of each share of such Company Capital Stock that is issued and outstanding and held by the Holder’s Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Restricted Stock outstanding immediately prior to the Effective Time and with Time. In respect to which of the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware LawPer Share Escrow Release, and each Company Holder who has not effectively withdrawn remained an employee of the Surviving Corporation, Parent or lost such holder’s appraisal rights under Delaware Law (collectivelyan Affiliate of Parent, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, thenapplicable, as of the later First Release Date and the Second Release Date (as applicable) shall have no further requirement of continued service to earn the Per Share Escrow Release payable on such date in respect of each share of such Company Holder’s Company Restricted Stock outstanding immediately prior to the Effective Time. Except as modified by this Section 2.5(a)(iii) and except as otherwise agreed in writing between the Company and holders of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Restricted Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and each share of Nice Ltd. Restricted Stock granted hereunder will be subject to the escrow provisions set forth in Section 2.3(b)(ii) same terms and Article VIII and expense provisions in Article IXconditions, upon surrender including any applicable forfeiture condition or right of repurchase, as applies to any such Company Restricted Stock immediately prior to the certificate representing such sharesEffective Time. The Company shall give provide or obtain any necessary notices and obtain any necessary consents or necessary waivers or take any other actions that are reasonably requested by Parent (i) prompt notice of any written demand for appraisal received by to cause the Company Restricted Stock to be treated as set forth in this Section 2.5(a)(iii). Complete copies of the restricted stock purchase agreements governing all Company Restricted Stock, and any amendments thereto, have been made available to Parent prior to the date hereof. Any amounts payable pursuant to the applicable provisions of Delaware Law and (iithis Section 2.5(a)(iii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company Restricted Stock held by current employees, directors or consultants of the Company shall notbe paid directly to the holder of such Company Restricted Stock (1) by the Paying Agent upon receipt by the Paying Agent of any documents reasonably requested by the Paying Agent to process payments under this Section 2.5(a)(iii), except provided that such holder has provided Parent with evidence of a valid Code Section 83(b) election made in respect of such Company Restricted Stock or (2) if evidence of a valid Code Section 83(b) election has not been provided to Parent, in the next regularly scheduled payroll cycle in accordance with the prior written consent standard payroll procedures of the Surviving Corporation, Parent or an Affiliate of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentas applicable.

Company Capital Stock. Immediately prior to the Effective Time, by virtue of the Merger, without any action on the part of Parent, Merger Sub, the Company or the holders of Company Capital Stock issued and outstanding immediately prior to the Effective Time (the “Stockholders”) and in accordance with the Certificates of Designation for each of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, (i) each share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into one share of Common Stock (and the stock certificates formerly representing shares of Preferred Stock shall automatically be deemed to represent the corresponding number of shares of Common Stock) and (ii) because of such conversion, at the Effective Time there shall no longer be any issued and outstanding shares of Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the CompanyCompany or the Stockholders, each share of Common Stock issued and outstanding immediately prior to the Effective Time and following the automatic conversion of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock to Common Stock (the “Outstanding Company Capital Stock”), shall, except as provided in Section 1.7(e), be converted, without any action on the part of the Stockholders, into the right to receive the merger consideration specified as specified in this Section 1.7(a) (the “Merger Consideration”). The aggregate Merger Consideration shall be $12,000,000. The Merger Consideration payable to the Stockholders hereunder is equal to $ 12,000,000 less the Stockholder Transaction Expenses (as defined below) as of the Effective Time of $691,350, or an aggregate of $11,308,650. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Stockholders or any other PersonStockholder, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner except as provided in Section 2.3(d), and in 1.7(e) each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6: (i) Each share of Company Series A Preferred Common Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to $0.4493 (the “Per Share Series A Consideration; (ii) Each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x”), it being understood that (Ai) all shares a portion of this amount will be held in escrow in accordance with Section 1.8(b), the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law Escrow Agreement and (ii) the opportunity payments to participate in all negotiations each Stockholder and proceedings with respect to demands the Escrow Agent as provided for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands above shall be submitted to Parent as set forth in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentPayment Spreadsheet (as defined in Section 2.2(f)).

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6: (i) Each share of Company Series A Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series A Consideration; (ii) Each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iii) Each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled other than shares canceled pursuant to Section 2.1(a) and Dissenting Shares”) shall be cancelled without any consideration paid therefor.canceled and converted into, and become a right to receive, deliverable upon surrender of the certificate representing such share as provided in Section 2.5 below: (xiiii) Notwithstanding any other provisions at the Effective Time, such number of fully paid and nonassessable shares of Parent Common Stock equal to the Closing Ratio (the aggregate number of such shares, plus the Escrow Shares and Reduction Shares, the "Initial Merger Consideration"), rounded down, as to each Stockholder, to the nearest whole share after giving effect to the conversion of all shares of Company Common Stock into such consideration (for purposes of clarity, the parties hereto acknowledge that, at the Effective Time, the Stockholders' shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted into, and become a right to receive, subject to the terms conditions set forth in this Agreement and the Escrow Agreement, the Initial Merger Consideration); (ii) unless and until the earlier of (A) the date of expiration of the Contingent Period, and (B) such date as all of the Total Contingent Shares have either been issued pursuant hereto and/or set-off in accordance with Section 9.6 hereof, and, in either case, subject to Section 5.20 (Issuance of Milestone Consideration), Section 5.21 (Recovery of Edwards Holdback Amount), and Section 9.6 (Right to Sex-Xxx), as of each Milestone Date, such number of fully paid and nonassessable shares of Parent Common Stock as is equal to the contraryMilestone Ratio (all of the shares of Parent Common Stock issuable pursuant to this Section 2.1(b)(ii) are collectively referred to herein as the "Milestone Consideration"), any rounded down, as to each Stockholder, to the nearest whole share after giving effect to the conversion of all shares of Company Common Stock into such consideration. At the Effective Time, all shares of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Capital Stock shall thereafter cease to have any rights with respect to which such shares of Company Capital Stock, except the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable portion of the Merger Consideration to be issued in consideration therefor plus cash for any fractional shares of Parent Common Stock as provided in Section 2.7. Notwithstanding the foregoing, the Parties agree that a portion of the Initial Merger Consideration payable to the Stockholders pursuant to this Section 2.1(b) for their shares of Company Capital Stock set forth will be held in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions terms and conditions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware LawSection 2.2 of this Agreement. The Company total Merger Consideration shall not, except in any case, exceed nineteen million (19,000,000) shares of Parent Common Stock, which shares of Parent Common Stock are comprised of up to nine million (9,000,000) shares issued as Initial Merger Consideration and up to ten million (10,000,000) shares issued as Milestone Consideration, in each case with appropriate adjustments thereto in the prior written consent event of Parentany stock splits, make any payment with respect to any such demands stock combinations, stock dividends, recapitalizations or offer to settle or settle any such demands. Any communication to be made by other similar transaction in Parent Common Stock after the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentdate hereof.

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6:): (i) Each each share of Company Series A A1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series A A1 Consideration; (ii) Each each share of Company Series A2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series A2 Consideration; (iii) each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series B Consideration; (iiiiv) Each each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (ivv) Each each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xivii) Until until so surrendered, each Electronic Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x1.3(b)(i)-(vi). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x1.3(b)(i)-(vi), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xiiviii) Each each share of Company Capital Stock that is issued and outstanding and held by the Company or Parent (or any direct or indirect wholly owned Subsidiary of the Company or Parent) as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiiiix) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x1.3(b)(i)-(vi), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii1.3(b)(ix), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x1.3(b)(i)-(vi), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Prior to the Closing, the Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any Prior to the Closing, any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent.

Company Capital Stock. At On the Effective Timeterms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, any holder of the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6Capital Stock: (i) Each At the Effective Time, and subject to any different allocation of the consideration payable hereunder as may be implemented pursuant to Section 2(c) below, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, including shares of Company Common Stock issued upon conversion of the Series A Preferred Stock (other than Dissenting SharesShares and shares owned by the Company) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and automatically converted automatically into the right to receive (A) an amount in of cash (without interest) equal to the Closing Cash Consideration Per Share Series A Consideration; Share, (iiB) Each share a number of Company Series B Preferred shares of Purchaser Common Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Closing Stock Consideration Per Share Series B Consideration; Share, (iiiC) Each share upon release from the escrow, pursuant to and subject to terms of Section 6(f) and the Escrow Agreement, the Escrow Amount Per Share, and (D) any additional cash consideration that may become payable by Purchaser pursuant to Section 20(a) hereof. The amount of cash and the number of shares of Purchaser Common Stock that each Company Series C Preferred Stock (other than Dissenting Shares) that Stockholder is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right entitled to receive an amount in cash equal to for the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share shares of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest cent or the nearest whole centshare, as applicable, and computed after aggregating cash amounts payable and shares issuable for all shares of Company Common Stock held by such Company Stockholder. (xiiii) Each share Purchaser shall not assume or substitute any equivalent awards for any outstanding options of Company Capital Stock that is issued and outstanding and held by the Company as in connection with the Merger. The vesting of immediately prior each outstanding option to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any purchase shares of Company Capital Stock (the “Options”) shall be accelerated in full as of the date that is two days prior to the Closing such that such Options shall become exercisable in full at such time and such Options shall terminate and be cancelled as of the Effective Time, without the payment of any consideration therefor, to the extent that such Options have not been exercised prior to the Effective Time. (iii) Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Lawwill, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as virtue of the later Merger and without further action on the part of the Effective Time and the occurrence of such eventPurchaser, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender become one share of common stock of the certificate representing such shares. The Company shall give Parent Surviving Corporation (i) prompt notice and the shares of any written demand for appraisal received by Surviving Corporation into which the Company pursuant to the applicable provisions shares of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands Merger Sub capital stock are so converted shall be submitted to Parent in advance the only shares of the Surviving Corporation’s capital stock that are issued and shall not be presented to any Company Stockholder prior to outstanding immediately after the Company receiving Parent’s prior written consentEffective Time). Each certificate evidencing ownership of shares of common stock of Merger Sub will evidence ownership of such shares of common stock of the Surviving Corporation.

Company Capital Stock. At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of Parent, Merger Sub, the CompanyBuyer Parties, the Company Stockholders Parties or the holders of any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and following securities, the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6following will occur: (i) Each each share of Company Series A Preferred Stock (other than Dissenting Shares) common stock, par value $0.0001 per share, of Merger Sub I that is issued and outstanding as of immediately prior to the Company Merger Effective Time shall will be cancelled converted into one validly issued, fully paid and converted automatically into nonassessable share of common stock of the right to receive an amount in cash equal to Surviving Corporation, and thereupon each certificate representing ownership of such shares of common stock of Merger Sub I will thereafter represent ownership of shares of common stock of the Per Share Series A ConsiderationSurviving Corporation; (ii) Each each share of Company Series B Preferred Common Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Company Merger Effective Time shall (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted automatically into the right to receive cash in an amount in cash equal to the Class A Offer Price, without interest thereon (the “Per Share Series B ConsiderationPrice”), in accordance with the provisions of Section 2.12 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.14); (iii) Each each share of Company Series C Preferred Class B Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Company Merger Effective Time shall (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted automatically into the right to receive cash in an amount in cash equal to the Class B Offer Price, without interest thereon and rounded up to the nearest whole cent to the holder of such share (after giving effect to all cash proceeds that such holder is entitled to receive with respect to all such shares of Company Class B Stock so held by such holder pursuant to this Section 2.10(b)(iii)) (the “Class B Per Share Series C ConsiderationPrice”), in accordance with the provisions of Section 4 of the Charter and Section 2.12 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.14); (iv) Each each share of Company Series D Preferred Class C Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Company Merger Effective Time shall (other than Owned Company Shares or Dissenting Company Shares) will be cancelled and extinguished and automatically converted automatically into the right to receive cash in an amount in cash equal to the Class C Offer Price, without interest thereon and rounded up to the nearest whole cent to the holder of such share (after giving effect to all cash proceeds that such holder is entitled to receive with respect to all such shares of Company Class C Stock so held by such holder pursuant to this Section 2.10(b)(iv)) (the “Class C Per Share Series D Consideration;Price”), in accordance with the provisions of Section 4 of the Charter and Section 2.12 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.14); and (v) Each each share of Company Series D-1 Preferred Common Stock, Company Class B Stock (other than Dissenting Shares) and Company Class C Stock that is issued and outstanding (A) held by the Company Group; (B) owned by the Buyer Parties; or (C) owned by any direct or indirect wholly owned Subsidiary of the Buyer Parties as of immediately prior to the Company Merger Effective Time shall (each, an “Owned Company Share”) will be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled extinguished without any conversion thereof or consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent.

Company Capital Stock. At the Effective TimeSubject to Section 2.9, by virtue of the Merger Section 2.13 and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6Article VI: (i) Each each share of Company Series A Preferred Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than Dissenting Shares) that is issued and outstanding as of immediately prior to shall be converted at the Merger Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal (A) the Per Share Participation Cash Amount, without interest, and (B) the Per Share Participation Stock Amount; (ii) each share of Series A Preferred Stock issued and outstanding prior to the Merger Effective Time shall be converted at the Merger Effective Time into the right to receive (A) the Per Share Series A Consideration;Cash Amount, without interest, and (B) the Per Share Series A Stock Amount; and (iiiii) Each each share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Merger Effective Time shall be cancelled and converted automatically at the Merger Effective Time into the right to receive an amount in cash equal to (A) the Per Share Series B Consideration;Cash Amount, without interest, and (B) the Per Share Series B Stock Amount; and (iiiiv) Each each share of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Merger Effective Time shall be cancelled and converted automatically at the Merger Effective Time into the right to receive an amount in cash equal to (A) the Per Share Series C Consideration;Cash Amount, without interest, and (B) the Per Share Series C Stock Amount; and (ivv) Each each share of Company Series D C-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Merger Effective Time shall be cancelled and converted automatically at the Merger Effective Time into the right to receive an amount in cash equal to (A) the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrenderedC-1 Cash Amount, each Company Stock Certificate that is outstanding after the Effective Time shall be deemedwithout interest, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all Per Share Series C-1 Stock Amount. All such shares of Company Capital Stock held by such Company Stockholder Stock, when so converted, shall no longer be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into canceled and represent only the right to receive the consideration for retired, and each holder of a Certificate (as hereinafter defined) representing any such shares of Company Capital Stock, as applicable, set forth in shall cease to have any rights with respect thereto, except the right to receive, subject to Section 1.3(b)(i)-(x)2.9, without interest thereonSection 2.13 and Article VI, the applicable Cash Merger Consideration, Stock Merger Consideration, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder Additional Cash Consideration with respect to such demands shares upon the surrender of such certificate in accordance with Section 2.9. Each former holder of Company Capital Stock shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior contribute the appropriate amount of Cash Merger Consideration, Stock Merger Consideration and/or Additional Cash Consideration to the Company receiving Parent’s prior written consentEscrow Fund, WC Escrow Fund and the Representative Reimbursement Amount as indicated in the Closing Date Allocation Schedule.

Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Lossa) in respect thereof and the Exchange Documents all in the manner Except as otherwise provided in Section 2.3(d2.5.2 and subject to adjustment in accordance with Section 2.14, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares), and in each case subject to withholdings and adjustments will be converted as set forth in Section 1.5 and Section 1.6follows: (i) Each share of Company Series A Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall will be cancelled and converted automatically into the right to receive an amount receive, upon surrender of the certificate representing such share in cash equal to accordance with the terms hereof and in the manner provided herein (a) the Per Share Series A ConsiderationLiquidation Preference, plus (b) the Per Share Consideration for each share of Company Common Stock that the Series A Preferred Stock is convertible into, in each case, payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such shares of Series A Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the Per Share Series A Liquidation Preference and the Per Share Consideration for each share of Company Common Stock issuable upon conversion; (ii) Each share of Company Series B A-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall will be cancelled and converted automatically into the right to receive an amount receive, upon surrender of the certificate representing such share in cash equal to accordance with the terms hereof and in the manner provided herein, the Per Share Consideration for each share of Company Common Stock that the Series B ConsiderationA-1 Preferred Stock is convertible into, in each case, payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the 74163855_1 Effective Time, all such shares of Series A-1 Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the Per Share Consideration for each share of Company Common Stock issuable upon conversion; (iii) Each share of Company Series C B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall will be cancelled and converted automatically into the right to receive an amount receive, upon surrender of the certificate representing such share in cash equal to accordance with the terms hereof and in the manner provided herein (a) the Per Share Series C ConsiderationB Liquidation Preference, plus (b) the Per Share Consideration for each share of Company Common Stock that the Series B Preferred Stock is convertible into, in each case, payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such shares of Series B Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the Per Share Series B Liquidation Preference and the Per Share Consideration for each share of Company Common Stock issuable upon conversion; (iv) Each share of Company Series D B-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall will be cancelled and converted automatically into the right to receive an amount receive, upon surrender of the certificate representing such share in cash equal to accordance with the terms hereof and in the manner provided herein (a) the Per Share Series D Consideration;B-1 Liquidation Preference, plus (b) the Per Share Consideration for each share of Company Common Stock that the Series B-1 Preferred Stock is convertible into, in each case, payable in cash to the holder thereof without interest and subject to applicable Tax withholding. From and after the Effective Time, all such shares of Series B-1 Preferred Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the Per Share Series B-1 Liquidation Preference and the Per Share Consideration for each share of Company Common Stock issuable upon conversion; and (v) Each share of Company Series D-1 Preferred Common Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (A) all shares of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not will be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IXPer Share Consideration, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by share in accordance with the Company pursuant terms hereof and in the manner provided herein, payable in cash to the holder thereof without interest and subject to applicable provisions Tax withholding. From and after the Effective Time, all such shares of Delaware Law Company Common Stock will no longer be outstanding and will be automatically cancelled and retired and will cease to exist, and each certificate formerly representing each such share will cease to have any rights with respect thereto, except the right to receive (iisubject to the terms of this Agreement) the opportunity to participate Per Share Consideration, without interest, following surrender of such certificate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except accordance with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demandsterms hereof and in the manner provided herein. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent.74163855_1

Company Capital Stock. At The outstanding shares of Series A Preferred, Series B Preferred, Series C Preferred and Company Common Stock automatically will be converted into the Effective Time, by virtue right to receive a portion of the Merger Consideration as described below and without any action on as provided in the part Articles Amendment. The aggregate Merger Consideration to be paid in exchange for each share of Parent, Merger Sub, Company capital stock issued and outstanding as of the Effective Time (other than Dissenting Shares and shares of capital stock of the Company owned by the Company, Parent or Merger Sub) shall be equal to the Company Stockholders or any following, subject to adjustment pursuant to subparagraph (f) below (other Person, solely upon surrender than as provided in subparagraph (i) immediately below) and subject to the escrow of a portion of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Merger Consideration pursuant to Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6:1.8. (i) Each outstanding share of Company Series A C Preferred shall be converted into the right to receive an amount in cash determined by dividing (x) $750,000 (the “Series C Preference Amount”) by (y) the total number of shares of Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time (the “Series C Cash Consideration”). No portion of the Series C Cash Consideration will be deposited into the Escrow Fund pursuant to Section 1.8. (ii) Each outstanding share of Series A Preferred shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Series A Per Share Amount (as defined below). A portion of the Series A Consideration;Per Share Amount will be deposited into the Escrow Fund pursuant to Section 1.8. (iiiii) Each outstanding share of Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Series B Per Share Amount (as defined below). A portion of the Series B Consideration;Per Share Amount will be deposited into the Escrow Fund pursuant to Section 1.8. (iiiiv) Each outstanding share of Company Series C Preferred Common Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), quotient obtained by dividing (A) all shares of the Company Capital Common Stock held Amount (as defined below) by each such Company Stockholder shall be aggregated and (B) the amount total number of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Common Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware LawTime. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as A portion of the later of Common Stock Amount may be deposited into the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company Escrow Fund pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware LawSection 1.8. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consent.For purposes hereof:

Company Capital Stock. At the Effective Time, by virtue (1) Each outstanding Share of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Common Stock Certificate (or Affidavit of Lossexcluding Shares to be canceled in accordance with Section 2.2(g) in respect thereof and the Exchange Documents all in Dissenting Shares but including, for the manner provided in Section 2.3(d)avoidance of doubt, and in each case Shares of Company Common Stock subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6: Company Options to the extent exercised at least one (i1) Each share of Company Series A Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately day prior to the Effective Time Time) shall be automatically cancelled and extinguished and converted automatically at the Effective Time into the right to receive (such aggregate amount, the “Common Merger Consideration”), (A) an amount in cash equal to the Company Equity Per Share Series A Consideration;Amount, plus (B) in each case, when, if and to the extent payable hereunder, (1) an amount equal to each Company Milestone Payment Per Share Amount, plus (2) an amount equal to the Company Adjustment Per Share Amount, plus (3) an amount equal to the Company Escrow Release Per Share Amount, plus (4) an amount equal to the Company Representative Reimbursement Set-Aside Release Per Share Amount, each of which amounts are payable in cash. (ii2) Each share outstanding Share of Company Series B A-1 Preferred Stock (other than excluding Shares to be canceled in accordance with Section 2.2(g) and the Dissenting Shares) that is issued shall be automatically cancelled and outstanding as of immediately prior to extinguished and converted at the Effective Time shall be cancelled and converted automatically into the right to receive (such aggregate amount, the “Series A-1 Merger Consideration”), (A) an amount in cash equal to the Series A-1 Preference Amount, plus (B) an amount equal to the Company Equity Per Share Series B Consideration;Amount, plus (C) in each case, when, if and to the extent payable hereunder, (1) an amount equal to each Company Milestone Payment Per Share Amount, plus (2) an amount equal to the Company Adjustment Per Share Amount, plus (3) an amount equal to the Company Escrow Release Per Share Amount, plus (4) an amount equal to the Company Representative Reimbursement Set-Aside Release Per Share Amount, each of which amounts are payable in cash. (iii3) Each share outstanding Share of Company Series C A-2 Preferred Stock (other than excluding Shares to be canceled in accordance with Section 2.2(g) and the Dissenting Shares) that is issued shall be automatically cancelled and outstanding as of immediately prior to extinguished and converted at the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to (such aggregate amount, the Per Share “Series C A-2 Merger Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x”), (A) all an amount equal to the Series A-2 Preference Amount, plus (B) an amount equal to the Company Equity Per Share Amount, plus (C) in each case, when, if and to the extent payable hereunder, (1) an amount equal to each Company Milestone Payment Per Share Amount, plus (2) an amount equal to the Company Adjustment Per Share Amount, plus (3) an amount equal to the Company Escrow Release Per Share Amount, plus (4) an amount equal to the Company Representative Reimbursement Set-Aside Release Per Share Amount, each of which amounts are payable in cash. All such Shares converted in accordance with this Section 2.2(f)(i) shall no longer be outstanding and shall automatically be deemed canceled and retired and shall cease to exist as of the Effective Time, and each holder of a certificate representing any such Shares (“Certificates”) shall cease to have any rights with respect thereto, except the right to receive amounts payable pursuant to this Section 2.2(f)(i), in each case without interest, regardless of whether such holder’s Certificates are delivered at Closing. From and after the Effective Time there shall be no further registration of transfers effected on the stock transfer books of the Surviving Corporation of shares of capital stock of the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock which were outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth in Section 1.3(b)(i)-(x), without interest thereon, and subject to the escrow provisions set forth in Section 2.3(b)(ii) and Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentTime.

Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Company Stockholders or any other Person, solely upon surrender of the applicable Company Stock Certificate (or Affidavit of Loss) in respect thereof and the Exchange Documents all in the manner provided in Section 2.3(d), and in each case subject to withholdings and adjustments as set forth in Section 1.5 and Section 1.6: (i) Each share of Company Series A Preferred Capital Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall (other than Company Treasury Stock and Dissenting Shares), will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such share of Company Capital Stock, that portion of the Total Consideration, without interest, as set forth below: (A) each outstanding share of Company Preferred Stock that has not been converted to Company Common Stock (or deemed to have been converted) pursuant to the terms of the Charter Documents at or prior to the Effective Time will be converted automatically into the right to receive the Applicable Series Preferred Preference Per Share; provided, however, that if the Total Consideration available for distribution to the holders of the then outstanding shares of Company Preferred Stock is insufficient to permit the full payment to such holders of the Applicable Series Preferred Preference Per Share, then the Total Consideration will be distributed with equal priority and pro rata among the holders of the shares of Company Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section 2.7(d)(i)(A); (B) each outstanding share of Company Common Stock other than Unvested Company Shares will be converted automatically into the right to receive the Per Share Amount; and (C) each Unvested Company Share will be converted automatically into the right to receive an amount in cash equal to the Per Share Series A Amount (the “Unvested Share Consideration; (ii) Each share of ”), provided, however, that the Unvested Share Consideration will continue to have, and be subject to, the same terms and conditions set forth in the Plan and the agreements evidencing the corresponding Unvested Company Series B Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of Shares immediately prior to the Effective Time Time, including provisions with respect to vesting and acceleration. Payments of Unvested Share Consideration will be made in connection with the next regularly scheduled payroll after the last business day of Parent’s fiscal quarter in which the Unvested Company Shares to which the Unvested Share Consideration is attributable would have vested. If a holder of an Unvested Company Share fails to vest in any portion of his or her Unvested Share Consideration (including due to a failure to meet the applicable vesting requirements set forth in his or her agreement evidencing the grant of such Unvested Company Shares), then such amounts shall be cancelled and converted automatically into the right to receive an amount in cash equal revert to the Per Management Incentive Plan in accordance with the Management Incentive Plan. Each payment of Unvested Share Series B Consideration;Consideration hereunder is intended to be a “separate payment” for purposes of Section 409A of the Code and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be resolved in a manner to maintain such exemption from or compliance with Section 409A of the Code. From time to time, Parent will institute appropriate procedures for the payment of Unvested Share Consideration including with respect to appropriate Tax withholding. (iiiii) Each share Notwithstanding the foregoing, the Pro Rata Portion of Company Series C Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series C Consideration; (iv) Each share of Company Series D Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D Consideration; (v) Each share of Company Series D-1 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-1 Consideration; (vi) Each share of Company Series D-2 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-2 Consideration; (vii) Each share of Company Series D-3 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-3 Consideration; (viii) Each share of Company Series D-4 Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series D-4 Consideration; (ix) Each share of Company Series E Preferred Stock (other than Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Series E Consideration; (x) Each share of Company Common Stock (other than Cancelled Shares and Dissenting Shares) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive an amount in cash equal to the Per Share Common Consideration; (xi) Until so surrendered, each Company Stock Certificate that is outstanding after the Effective Time shall be deemed, for all purposes after the Effective Time, to evidence only the right to receive the consideration payable pursuant to the above Sections 1.3(b)(i)-(x). For purposes of calculating the aggregate amount of consideration payable to each Company Stockholder pursuant to Sections 1.3(b)(i)-(x), (Athis Section 2.7(d) all shares of with respect to the Company Capital Stock held by each such Company Stockholder shall be aggregated and (B) the amount of cash to be paid to each Company Stockholder for their aggregate consideration for all shares of Company Capital Stock held owned by such Company Stockholder shall be rounded down to the nearest whole cent. (xii) Each share of Company Capital Stock that is issued and outstanding and held by the Company as of immediately prior to the Effective Time (“Cancelled Shares”) shall be cancelled without any consideration paid therefor. (xiii) Notwithstanding any other provisions of this Agreement to the contrary, any shares of Company Capital Stock outstanding immediately prior to the Effective Time and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 262 of Delaware Law, and who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i)-(x), but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. Notwithstanding the provisions of this Section 1.3(b)(xiii), if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, then, as of the later of the Effective Time will be withheld and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company Capital Stock, as applicable, set forth placed in Section 1.3(b)(i)-(x), without interest thereon, and subject escrow pursuant to the escrow provisions set forth in Section 2.3(b)(ii) and of Article VIII and expense provisions in Article IX, upon surrender of the certificate representing such shares. The Company shall give Parent (i) prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of Delaware Law and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or offer to settle or settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Company Stockholder prior to the Company receiving Parent’s prior written consentVIII.