Common use of Company Options and Company Warrants Clause in Contracts

Company Options and Company Warrants. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.

Company Options and Company Warrants. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (Ax) Parent may amend the terms of the Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (By) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.

Company Options and Company Warrants. (a) At On the terms and subject to the conditions set forth herein, at the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party or any other Person, each Company Option to purchase a whole Company Common Share (whether vested or unvested) and each warrant to purchase a whole Company Common Share or a whole Company Preferred Share (each, a “Company Warrant”) that is outstanding and unexercised as of immediately prior to the First Effective Time under the Company Plan, whether or not vested, shall be assumed and converted into and become an option a right to purchase Parent a number of shares of Acquiror Common StockStock (each, and Parent shall assume the Company Plan and an “Acquiror Option” or an “Acquiror Warrant,” as applicable), with each such Company Acquiror Option in accordance with and Acquiror Warrant then representing the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent right to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of whole shares of Parent Acquiror Common Stock subject (rounded down to each Company Option assumed by Parent shall be determined by multiplying the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock that were Shares or Company Preferred Shares, as applicable, subject to such Company OptionOption or Company Warrant, as in effect applicable, immediately prior to the First Effective Time, Time multiplied by (B) the Exchange Ratio, and rounding the resulting number down (ii) at an exercise price per share of Acquiror Common Stock (rounded up to the nearest whole number of shares of Parent Common Stock; (iiicent) equal to the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined quotient obtained by dividing (A) the per share exercise price of per Company Common Stock subject Share or Company Preferred Shares applicable to such Company OptionOption or Company Warrant, as in effect applicable, immediately prior to the First Effective Time, Time by (B) the Exchange Ratio. Notwithstanding anything in this Section 3.01(c) to the contrary, and rounding the resulting exercise price up and the number of shares of Acquiror Common Stock subject to the nearest whole cent; Acquiror Options, as applicable, shall be determined in a manner consistent with the requirements of Section 409A of the Code and (iv) any restriction on in the exercise case of any Company Option assumed by Parent to which Section 422 of the Code applies, the exercise price of and number of shares subject to the Acquiror Options as applicable, shall be subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulations Section 1.424-1(a). Except as provided in this Section 3.01(c), each such Acquiror Option and Acquiror Warrant shall continue in full force following the First Effective Time to have, and effect shall be subject to, the same terms and conditions as applied to the term, exercisability, vesting schedule and other provisions of such underlying Company Option or Company Warrant, as applicable, immediately prior to the First Effective Time (but taking into account any changes thereto by reason of this Agreement or the Transactions). Prior to the First Effective Time, the Company Parties shall otherwise remain unchanged; provided, however, that: take all actions as are necessary to (Ax) Parent may amend effectuate the terms treatment of the Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option Warrants pursuant to this Section 5.5(a3.01(c) and (y) cause the Company Stock Plan to terminate at or prior to the First Effective Time, if so requested by Acquiror no later than five Business Days prior to the First Effective Time. Between the date of this Agreement and the Closing Date, the Company shall be effected in a manner use commercially reasonable efforts to obtain written confirmation from each holder of Company Warrants that satisfies such holder will acknowledge and accept the requirements of Sections 409A and 424(a) treatment of the Code and the Treasury Regulations promulgated thereunder, and Company Warrants contemplated by this Section 5.5(a) will be construed consistent with this intent3.01(c).

Company Options and Company Warrants. (a) At On the terms and subject to the conditions of this Agreement, to the extent holders of Company Options are entitled to receive a portion of the Merger Consideration in accordance with the Allocation Certificate to be provided by the Company, at the Effective Time, each Company Option that the Company has an obligation to grant under any agreement and that has not yet been granted as of the date of this Agreement shall be duly granted to the relevant Persons entitled to receive such Company Options. Further, to the extent holders of Company Options are entitled to receive a share of the Merger Consideration in accordance with the Allocation Certificate to be provided by the Company, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlanTime, whether or not vested, shall be converted into and become an option to purchase Parent a combination of Innovate Common StockStock and Innovate Preferred Stock in a ratio consistent with the Stock Ratio, and Parent Innovate shall assume the Company Option Plan and each such Company Option in accordance with the its terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All Subject to the foregoing, all rights with respect to Company Common Stock Ordinary Shares under Company Options assumed by Parent Innovate shall thereupon be converted into rights with respect to Parent Innovate Common Stock and Innovate Preferred Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent Innovate may be exercised solely for shares of Parent Innovate Common Stock and Innovate Preferred Stock; (ii) the number of shares of Parent Innovate Common Stock and Innovate Preferred Stock subject to each Company Option assumed by Parent Innovate shall be determined by multiplying in accordance with the Allocation Certificate (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Innovate Common Stock and Innovate Preferred Stock); (iii) the per share exercise price for the Parent Innovate Common Stock and Innovate Preferred Stock issuable upon exercise of each Company Option assumed by Parent Innovate shall be determined by dividing in accordance with the Allocation Certificate (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent); and (iv) any restriction on the exercise of any Company Option assumed by Parent Innovate shall continue in full force and effect effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (AI) Parent may amend to the extent provided under the terms of the a Company Options and the Option, each Company Plan Option assumed by Innovate in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Innovate Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (BII) the Parent Innovate’s Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Company’s Board of Directors or any committee thereof with respect to each Company Option assumed by ParentInnovate. Each Notwithstanding anything to the contrary in this Section 5.4(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” within the meaning of Section 422 of the Code Code) into an option to purchase shares of Innovate Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant for purposes of Section 409A or Section 424 of the Code. Notwithstanding anything to the contrary in this Section 5.5(a) 5.4(a), the conversion of the Company Options that are Company 102 Options into options to purchase Innovate Common Stock and Innovate Preferred Stock shall be effected subject to and in a manner that satisfies accordance with the requirements of Sections 409A and 424(a) of the Code Options Tax Ruling and the Treasury Regulations promulgated thereunderOrdinance and applicable Law to ensure that, to the extent possible, the options to purchase Innovate Common Stock and this Section 5.5(a) will be construed consistent with this intentInnovate Preferred Stock shall enjoy the Tax benefits set forth in the Options Tax Ruling.

Company Options and Company Warrants. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights rights, terms, and restrictions with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of the respective grant agreements governing the Company Options and the applicable Company Plan, Parent may amend the terms of the Company Options and the Company Plan Plans, in accordance with the terms thereof, to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)) and such Company Options shall be subject to further adjustment as appropriate and necessary to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time; and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.

Company Options and Company Warrants. (a) At Subject to Section 5.05(d), the “Administrator” (as such term is defined under the applicable Company Plan) of each Company Plan or Company Option (or if there is no “Administrator” defined in any such plan, the Person or body that has the power and authority to make such an adjustment in respect of awards previously granted under such plan or in respect of such option), shall each adopt appropriate resolutions, and together with the Company shall take all other actions necessary and appropriate so that, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the any Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the each Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the such Company Plan and the terms of or the stock option agreement by which such Company Option is evidenced (but with changes governed; provided that no Company Plan shall be used to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)grant any new awards after Parent’s assumption thereof. All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent Parent, or which have vested or will from time to time vest, shall be determined by multiplying (Ax) the number of shares of Company Common Stock that were subject to such Company Option, or were vested or will vest, as the case may be, as in effect immediately prior to the Effective Time, by (By) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (Ax) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (By) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plan Option assumed by Parent in accordance with this Section 5.05(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Notwithstanding anything to the contrary in this Section 5.05(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” (within the meaning of Section 422 of the Code Code)) into an option to purchase shares of Parent Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant to this for purposes of Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) or Section 424 of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intentCode.

Company Options and Company Warrants. (a) At the Effective Time, each option to purchase Company Option that is Common Membership Units (a "Company Option") outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vestedTime, shall be converted into and become substituted by Parent with an option to purchase Parent Common Stock, and Stock granted under Parent's 1999 Omnibus Equity Plan (the "Parent shall assume Plan") substantially in the Company Plan and each such Company Option in accordance with the terms form attached as EXHIBIT C hereto (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as a "Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common StockSubstituted Option"). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from From and after the Effective Time: , (ia) each Company Parent Substituted Option assumed by Parent may be exercised solely for shares of Parent Common Stock; , (iib) the number of shares of Parent Common Stock subject to each Company Parent Substituted Option assumed by Parent shall be determined by multiplying (A) equal to the number of shares of Company Common Stock Membership Units that were subject to such the substituted Company Option, as in effect Option immediately prior to the Effective Time, Time multiplied by (B) the Exchange Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; , (iiic) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Parent Substituted Option assumed by Parent shall be determined by dividing (A) the per share exercise price of per Company Common Stock Membership Unit subject to such the substituted Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; , and (ivd) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Substituted Option shall otherwise remain unchangedcontain all, but only, the restrictions on exercise that were contained in the substituted Company Option; provided, however, that: that each such Parent Substituted Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization, reclassification or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (Aunder the option agreements and otherwise) to effectuate the provisions of this Section 1.6. Following the Closing, Parent may amend will send to each holder of a substituted Company Option a stock option grant notice and Stock Option Agreement containing the terms of the Parent Substituted Option for execution by such holder. Parent shall take all actions necessary to ensure that it has reserved sufficient shares of Parent Common Stock available for issuance upon the exercise of Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intentWarrants.

Company Options and Company Warrants. (a) At Subject to Section 5.5(c), at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Nautilus Common Stock, and Parent Nautilus shall assume the Company Plan Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)evidenced. All rights with respect to Company Common Stock under Company Options assumed by Parent Nautilus shall thereupon be converted into rights with respect to Parent Nautilus Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent Nautilus may be exercised solely for shares of Parent Nautilus Common Stock; (ii) the number of shares of Parent Nautilus Common Stock subject to each Company Option assumed by Parent Nautilus shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Nautilus Common Stock; (iii) the per share exercise price for the Parent Nautilus Common Stock issuable upon exercise of each Company Option assumed by Parent Nautilus shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent Nautilus shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plan Option assumed by Nautilus in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Nautilus Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B) the Parent Nautilus Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by ParentNautilus. Each Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” within the meaning of Section 422 of the Code Code) into an option to purchase shares of Nautilus Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant to this for purposes of Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) or Section 424 of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intentCode.

Company Options and Company Warrants. (a) At Subject to Section 6.5(c), at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, without any action on the part of the holder thereof, shall be converted into and become an option to purchase Parent PubCo Common Stock, and Parent PubCo shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)evidenced. All rights with respect to Company Common Stock under subject to Company Options assumed by Parent PubCo shall thereupon at the Effective Time be converted into rights with respect to Parent PubCo Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent PubCo may be exercised solely for shares of Parent PubCo Common Stock; , (ii) the number of shares of Parent PubCo Common Stock subject to each Company Option assumed by Parent PubCo shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent PubCo Common Stock; , (iii) the per share exercise price for the Parent PubCo Common Stock issuable upon exercise of each Company Option assumed by Parent PubCo shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, Ratio and rounding the resulting exercise price up to the nearest whole cent; cent and (iv) any restriction on the exercise of any Company Option assumed by Parent PubCo shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plan Option assumed by PubCo in accordance with this Section 6.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent PubCo Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); Effective Time and (B) the Parent PubCo Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by ParentPubCo after the Effective Time. Each Notwithstanding anything to the contrary in this Section 6.5(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” within the meaning of Section 422 of the Code Code) into an option to purchase shares of PubCo Common Stock shall be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant to this for purposes of Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) or Section 424 of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intentCode.

Company Options and Company Warrants. (a) At On the terms and subject to the conditions of this Agreement, to the extent holders of Company Options are entitled to receive a portion of the Merger Consideration in accordance with the Allocation Certificate to be provided by the Company, at the Effective Time, each Company Option that the Company has an obligation to grant under any agreement and that has not yet been granted as of the date of this Agreement shall be duly granted to the relevant Persons entitled to receive such Company Options. Further, to the extent holders of Company Options are entitled to receive a share of the Merger Consideration in accordance with the Allocation Certificate to be provided by the Company, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlanTime, whether or not vested, shall be converted into and become an option to purchase Parent a combination of Innovate Common StockStock and Innovate Preferred Stock in a ratio consistent with the Stock Ratio, and Parent Innovate shall assume the Company Option Plan and each such Company Option in accordance with the its terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All Subject to the foregoing, all rights with respect to Company Common Stock Ordinary Shares under Company Options assumed by Parent Innovate shall thereupon be converted into rights with respect to Parent Innovate Common Stock and Innovate Preferred Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent Innovate may be exercised solely for shares of Parent Innovate Common Stock and Innovate Preferred Stock; (ii) the number of shares of Parent Innovate Common Stock and Innovate Preferred Stock subject to each Company Option assumed by Parent Innovate shall be determined by multiplying in accordance with the Allocation Certificate (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Innovate Common Stock and Innovate Preferred Stock); (iii) the per share exercise price for the Parent Innovate Common Stock and Innovate Preferred Stock issuable upon exercise of each Company Option assumed by Parent Innovate shall be determined by dividing in accordance with the Allocation Certificate (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent); and (iv) any restriction on the exercise of any Company Option assumed by Parent Innovate shall continue in full force and effect effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (AI) Parent may amend to the extent provided under the terms of the a Company Options and the Option, each Company Plan Option assumed by Innovate in accordance with this Section 5.4(a) shall, in Exhibit 2.1 accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Innovate Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (BII) the Parent Innovate’s Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Company’s Board of Directors or any committee thereof with respect to each Company Option assumed by ParentInnovate. Each Notwithstanding anything to the contrary in this Section 5.4(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” within the meaning of Section 422 of the Code Code) into an option to purchase shares of Innovate Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant for purposes of Section 409A or Section 424 of the Code. Notwithstanding anything to the contrary in this Section 5.5(a) 5.4(a), the conversion of the Company Options that are Company 102 Options into options to purchase Innovate Common Stock and Innovate Preferred Stock shall be effected subject to and in a manner that satisfies accordance with the requirements of Sections 409A and 424(a) of the Code Options Tax Ruling and the Treasury Regulations promulgated thereunderOrdinance and applicable Law to ensure that, to the extent possible, the options to purchase Innovate Common Stock and this Section 5.5(a) will be construed consistent with this intentInnovate Preferred Stock shall enjoy the Tax benefits set forth in the Options Tax Ruling.

Company Options and Company Warrants. (a) At the Effective Time, each Each Company Option that is outstanding and unexercised as of immediately prior to before the Effective Time under with a per share exercise price less than the Company PlanPer Share Merger Consideration (an “In-the-Money Option”) (i) will, whether or not vestedautomatically and without any required action on the part of the holder thereof, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect cancelled as of the date of this Agreement) of the Company Plan Effective Time and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect the right to Parent Common Stock. Accordingly, from and after receive an amount in cash equal to the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying difference between (A) the Per Share Merger Consideration multiplied by the number of shares of Company Common Stock that were subject to underlying such Company In-the-Money Option, and (B) the aggregate exercise price of such In-the-Money Option, and (ii) at the Effective Time, each In-the-Money Option will, to the extent not vested, accelerate and become fully vested and exercisable as in effect of immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such . Each Company Option, whether vested or unvested, outstanding and unexercised as in effect of immediately prior to the Effective Time, by (B) the Exchange Ratio, Time that is not an In-the-Money Option will automatically and rounding the resulting exercise price up to the nearest whole cent; and (iv) without any restriction required action on the exercise part of the holder thereof, be cancelled as of the Effective Time without any Company Option assumed consideration payable in respect thereof. As soon as reasonably practicable after the Effective Time (and if practicable by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchangednext regularly scheduled payroll date; provided, however, that: (A) that it would be considered not practicable if such payroll date is within ten days following the Closing Date), Parent may amend or the terms of the Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof Surviving Corporation shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect pay over to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended holder of In-the-Money Options the aggregate cash consideration payable to qualify following the Effective Time as an incentive stock option as defined in Section 422 such holder of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option In-the-Money Options pursuant to this Section 5.5(a) 5.3(a). Such cash consideration shall be effected in a manner that satisfies rounded down to the requirements of Sections 409A nearest cent and 424(a) of the Code Parent and the Treasury Regulations Surviving Corporation shall be entitled to deduct and withhold from such cash consideration such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder, or any applicable Legal Requirement. To the extent that amounts are so withheld by Parent or the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of In-the-Money Options in respect to which such deduction and this Section 5.5(a) will be construed consistent with this intentwithholding was made by Parent or the Surviving Corporation, as the case may be.

Company Options and Company Warrants. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options Option and the Company Plan Plans, such Company Option may be further adjusted as necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Notwithstanding anything to the contrary in this Section 5.4(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” within the meaning of Section 422 of the Code Code) into an option to purchase shares of Parent Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant to this for purposes of Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) or Section 424 of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intentCode.

Company Options and Company Warrants. (aA) At the Effective TimeTime of Merger I, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Planof Merger I, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)evidenced. All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective TimeTime of Merger I: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect Option immediately prior to the Effective Time, Time of Merger I by (B) the Common Stock Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective TimeTime of Merger I, by (B) the Common Stock Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) each Company Option assumed by Parent may amend the terms of the Company Options and the Company Plan in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment Effective Time of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Merger I; and (B) the Parent Board Parent's board of directors or a committee thereof shall succeed to the authority and responsibility of the Company Board Company's board of directors or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.

Company Options and Company Warrants. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options Option and the Company Plan Plans, such Company Option may be further adjusted as necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option so assumed by Parent is intended to qualify following the Effective Time (regardless of whether such option qualifies as an “incentive stock option as defined in option” within the meaning of Section 422 of the Code Code) into an option to purchase shares of Parent Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the extent permitted under Section 422 conversion of the Code and to the extent such a Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption shall not constitute a “modification” of such Company Option pursuant to this for purposes of Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) or Section 424 of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intentCode.

Company Options and Company Warrants. (a) At the Effective TimeTime of Merger I, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Planof Merger I, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)evidenced. All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective TimeTime of Merger I: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect Option immediately prior to the Effective Time, Time of Merger I by (B) the Common Stock Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective TimeTime of Merger I, by (B) the Common Stock Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) each Company Option assumed by Parent may amend the terms of the Company Options and the Company Plan in accordance with this Section 5.4(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment Effective Time of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Merger I; and (B) the Parent Board Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company Board Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is intended to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.