Common use of Company Warrants Clause in Contracts

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately Immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, (x) the Company shall take all action necessary to enable Parent to make either of such elections. All cause each Company Warrants Warrant (other than the Finback Warrant) that is issued to Parent and outstanding immediately prior to the Effective Time shallto be either exercised in full on a cash or cashless basis or terminated without exercise and (y) (A) the Company shall cause the portion of the Finback Warrant that is vested as of immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (B) the portion of the Finback Warrant that is unvested as of immediately prior to the Effective Time (such portion, at the “Unvested Finback Warrant”) shall be automatically, without any action on the part of Parent, the Company or the Company Warrant holder, converted into a warrant (the “Parent Finback Warrant”) to acquire shares of Parent Common Stock in accordance with this Section 2.1(a)(iii), in each case, in accordance with the respective terms of such Company Warrant (such actions, collectively the “Company Warrant Settlement”). Such Parent Finback Warrant as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Finback Warrant immediately prior to the Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and converted shall be cancelled and shall cease to exist. The for that number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be determined by multiplying the number of shares of the Company Common Stock subject to each the unvested portion of such Company Finback Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, which product shall be rounded up, if necessary, down to the nearest whole number of shares, at a per share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to determined by dividing the per share exercise price specified in such Company of the Unvested Finback Warrant divided immediately prior to the Effective Time by the Exchange Ratio. Parent , which quotient shall reserve for issuance a number of shares of Parent Common Stock at least equal be rounded down to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result nearest whole cent. After the Company Warrant Settlement, all of the assumption by Parent Company Warrants shall no longer be outstanding and shall cease to exist and each holder of Company Warrants shall thereafter cease to have any rights with respect to such securities except as contemplated by set forth in this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant2.1(a)(iii).

Company Warrants. Each At the Effective Time, each unexercised warrant to purchase shares of Company Common Stock (a the “Company WarrantWarrants”) granted then outstanding will be assumed by Parent, to the extent permitted by the terms of such Company Warrants. Each such outstanding Company Warrant so assumed by Parent under a warrant agreement of this Agreement will continue to have, and be subject to, the same terms and conditions set forth in such Company that is outstanding Warrants immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares except that such Company Warrants shall be exercisable for that number of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions Units” (as were applicable under such Company Warrant. Prior defined below) that is equal to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject that were purchasable under such outstanding Company Warrant immediately prior to the Effective Time. Each “Parent Unit” shall consist of (i) that fraction of a share of Parent Common Stock equal to the Stock Exchange Ratio and (ii) that fraction of a Warrant equal to the Warrant Exchange Ratio, and the per Parent Unit exercise price for each such assumed Company Warrant shall be equal to the exercise price of such Company Warrant immediately prior to the Effective Time multiplied by Time. From and after the Exchange RatioEffective Time, rounded upunless the context requires otherwise, all references to the Company in the Company Warrants shall be deemed to refer to Parent. Parent further agrees that, notwithstanding any other term of this Section 1.8 to the contrary, if necessaryrequired under the terms of the assumed Company Warrants, it will execute a supplemental agreement with the holders of Company Warrants to effectuate the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratioforegoing. Parent shall (x) on or prior to the Effective Time, reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be become subject to Parent Warrants as a result of the assumption by Parent of assumed Company Warrants as contemplated by this Section 2.5. Notwithstanding (including, without limitation, the foregoing, any adjustment shares of Parent Common Stock issuable upon the exercise of Warrants subject to the number of shares receivable upon exercise of a Parent Warrant or a assumed Company Warrant or to the exercise price Warrants) pursuant to this Section 2.5 shall not be duplicative 1.8 and (y) from and after the Effective Time, upon exercise of any such adjustments that occur pursuant to the assumed Company Warrants in accordance with the terms thereof, make available for issuance all shares of the underlying Company WarrantParent Common Stock and Warrants covered thereby.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of Immediately following the Company that is outstanding immediately Pre-Closing Recapitalization but prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, automatically and without any action on the Company shall take all action necessary to enable Parent to make either part of any holder of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shallWarrants, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock Ordinary Shares that were subject to each such Company Warrant immediately prior to the Effective Time multiplied Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded up, if necessary, to the nearest whole share number of Parent Common Stockshares, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded of such Company Warrant shall be adjusted to the nearest cent) equal to an exercise price determined by dividing the per share exercise price specified in of such Company Warrant divided in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio. Parent , which quotient shall reserve for issuance a number of shares of Parent Common Stock at least equal be rounded to the number nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoingdoubt, any adjustment Company Warrant that has been exercised prior to the number of shares receivable upon exercise of a Parent Warrant such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to Ordinary Shares in accordance with the terms of the underlying agreements governing the Company WarrantWarrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Each warrant to purchase shares of The Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shallwill take all necessary and appropriate action so that, at the Effective Time, cease each of the Company Warrants that is not an In-the-Money Company Warrant, to represent a right to purchase the extent not previously exercised for shares of Company Common Capital Stock by the holder thereof, will be canceled and extinguished without the right to receive any consideration therefor, and each of the Company Warrants that is an In-the-Money Company Warrant will be canceled and extinguished and automatically converted into and represent the right to receive (without interest) a cash payment in an amount equal to (i) (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant, multiplied by (B) the Per Share Closing Merger Consideration applicable to such Company Capital Stock and shall at as set forth on the election of Parent and at Payment Schedule (the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent WarrantClosing Warrant Payout Amount”), (ii) the Applicable Share of any Company Securityholder Distribution and (iii) in each case on substantially the same event that any Milestone Consideration Payment becomes due pursuant to the terms and conditions as were applicable under of this Agreement, with respect to such Milestone Consideration (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant. Prior , multiplied by (B) the Per Share Milestone Consideration applicable to such Company Capital Stock and as set forth on the Payment Schedule delivered by the Stockholders’ Representative prior to the Effective Timepayment of the applicable Milestone Consideration in accordance with Section 6.11 (the “Milestone Warrant Payout Amount”). Within one (1) Business Day after the execution and delivery of this Agreement, the Company shall take all action necessary will deliver to enable Parent to make either each holder of such elections. All Company Warrants issued a notice in substantially the form attached hereto as Exhibit B (which notice shall correspond with the shares of Company Capital Stock subject to such Company Warrant) (as applicable, a “Warrant Consent”) regarding the Merger and the other transactions contemplated hereby. Promptly after execution and delivery of this Agreement, but in any event prior to the Closing, the Company will deliver to Parent and a Warrant Consent duly executed by the holder of each Company Warrant outstanding as of immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”a) granted under a warrant agreement of the Company that is outstanding immediately prior Subject to the Effective Time shallfurther provisions of this Section 2.18, at the Effective Time, cease to represent a right Parent shall substitute equivalent warrants to purchase shares of Company Parent Common Stock for all Company Warrants. Each warrant agreement representing a Company Warrant is referred to herein as an “Company Warrant Agreement.” Subject to the foregoing and shall at the election of Parent Section 2.18(b) and at (c), immediately after the Effective Time, either represent a right each such Company Warrant Agreement shall be deemed to purchase shares of Parent Common Stock or be converted into constitute a warrant to purchase shares of acquire (i) from Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The that number of shares of Parent Common Stock subject equal to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock which were subject to each such Company Warrant Agreement immediately prior to the Effective Time (whether or not such Company Warrant had been exercisable prior to the Effective Time) multiplied by the Exchange Ratio, rounded up(ii) from the Escrow Agent in accordance with Section 2.15, that number of Additional Shares which such holder of Company Warrants would have received if necessary, such holder had exercised such Company Warrants immediately prior to the nearest whole Effective Time, regardless of whether such Company Warrants had been exercisable prior to the Effective Time, (iii) in the event of any exercise of any Company Warrants after the termination of the Share Price Trigger Period, from Parent in accordance with Section 2.13(f), that number of Excess Closing Shares which such holder of Company Warrants would have received if such holder had exercised such Company Warrants immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Price Trigger Period and (iv) in the event of any exercise of any Company Warrants after the termination of the Share Price Trigger Date, from the Escrow Agent in accordance with Section 2.15(e)(iii) that number of Excess Additional Shares which such holder of Company Warrants would have received if such holder exercised such Company Warrants immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Price Trigger Period. The exercise price for each share of Parent Common Stock, Stock and the proportional right to receive Additional Shares pursuant to each such Company Warrant or Parent Warrant, as the case may Agreement shall be shall have an exercise price per share (rounded to the nearest cent) equal to the per share aggregate exercise price specified in such of the Company Warrants represented by the Company Warrant Agreement at the Effective Time divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject for which it is exercisable pursuant to Parent Warrants as a result clause (i) of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing2.18(a), any adjustment rounded up to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantnearest whole cent.

Company Warrants. Each warrant to purchase shares of (a) At the Effective Time, each Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shallTime, at shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume such Company Warrant in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Warrant and the terms of the Contract by which such Company Warrant is evidenced. All rights with respect to Company Series C-2 Preferred Stock under the Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (i) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially ii) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall be determined by multiplying the number of shares of Company Common Series C-2 Preferred Stock that were subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, and rounding the resulting number down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (iii) the number of shares of per share exercise price for the Parent Common Stock that will issuable upon exercise of each Company Warrant assumed by Parent shall be determined by dividing the per share exercise price of Company Series C-2 Preferred Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, 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 Warrant assumed by Parent Warrants shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged as a result of the assumption by of such Company Warrant; provided, however, that the board of directors of Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment or a committee thereof shall succeed to the number authority and responsibility of shares receivable upon exercise the board of a Parent Warrant directors of the Company or a any committee thereof with respect to each Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantassumed by Parent.

Company Warrants. Each warrant As of the Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to purchase the Effective Time, shall be canceled without any action on the part of any holder of such Company Warrant in consideration for the right to receive, subject to the execution and delivery by the holder of such Company Warrant of a Warrant Surrender Agreement with respect thereto and to any withholding in accordance with Section 1.14, in full satisfaction of the rights of such holder with respect thereto, (i) as promptly as reasonably practicable following the Effective Time, the cash amount (without interest) equal to the number of shares of Company Common Stock (a “or Company Series B-1 Preferred Stock, as applicable, that are subject to such Company Warrant”, multiplied by the amount by which (A) granted under a warrant agreement the portion (if any) of the Closing Merger Consideration allocable to one (1) share of Company that is outstanding immediately prior Common Stock or Company Series B-1 Preferred Stock, as applicable, as shown on the Allocation Schedule, exceeds (B) the exercise price per share of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, subject to such Company Warrant, plus (ii) as promptly as practicable after any Future Payment becomes payable in accordance with this Agreement and the Escrow Agreement, the cash amount (without interest) equal to the Effective Time shall, at the Effective Time, cease to represent a right to purchase number of shares of Company Common Stock and shall at or Company Series B-1 Preferred Stock, as applicable, that are subject to such Company Warrant, multiplied by the election amount by which (A) the portion of Parent and at the Effective Time, either represent a right such Future Payment allocable to purchase shares one (1) share of Parent Company Common Stock or be converted into a warrant Company Series B-1 Preferred Stock, as applicable, as shown on the Allocation Schedule exceeds (B) (to purchase shares the extent not previously deducted) any portion of Parent the exercise price per share of Company Common Stock (a “Parent Warrant”)or Company Series B-1 Preferred Stock, in each case on substantially the same terms and conditions as were applicable under applicable, subject to such Company Warrant. Prior to the Effective Time, the Company shall take all action actions necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to or desirable in connection with the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent treatment of Company Warrants as contemplated by this Section 2.51.13(c). Notwithstanding the foregoing, any adjustment The Company shall use its reasonable best efforts to obtain prior to the number Closing a Warrant Surrender Agreement signed by Connecticut Innovations, Incorporated. Any payments to be made to the holder of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Agreement shall be deposited with the Paying Agent to be disbursed in accordance with this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to 1.13(c) and the terms of the underlying Company WarrantAllocation Schedule.

Company Warrants. Each Not less than seven (7) Business Days prior to the Closing, the Company will provide written notice to all holders of each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Class A Common Stock (each, a “Company Warrant”) granted under ), which notice shall include such reasonable information as a warrant agreement holder of a Company Warrant may reasonably require regarding the treatment of a Company Warrant in connection with the Closing and which notice shall otherwise be provided in accordance with the terms of each applicable Company Warrant agreement. If, upon receiving notice of the Closing of the Merger, the holder of a Company that is outstanding Warrant exercises such Company Warrant in accordance with its terms, then (1) such exercise shall be deemed effective immediately prior to and contingent upon the Effective Time shallconsummation of the Merger and such exercise will be governed by the terms of the applicable Company Warrant agreement, and (2) at the Effective Time, cease such Company Warrant shall be cancelled and, the holder thereof shall be entitled to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at receive, as promptly as practicable (but no later than fifteen (15) calendar days) following the Effective Time, either represent a right to purchase shares in consideration of Parent the exercise and cancellation of such Company Warrant and in settlement therefor, in lieu of the Company Class A Common Stock or be converted into a warrant to purchase shares immediately issuable upon exercise of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The that number of shares of Parent Common Stock subject equal to each such Company Warrant or Parent Warrant, as the case may be, shall be Exchange Ratio multiplied by the number of shares of Company Class A Common Stock subject to each that would have been issuable upon exercise of such Company Warrant had the Company Warrant been exercised immediately prior thereto. If, upon receiving notice of the Closing of the Merger, the holder of a Company Warrant does not exercise such Company Warrant in accordance with its terms, then (A) such Company Warrant will expire immediately prior to the consummation of the Merger and (B) at the Effective Time multiplied by the Exchange RatioTime, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant shall be cancelled and extinguished, no longer outstanding and cease to represent the right to acquire shares of Company Class A Common Stock or Parent Warrantreceive any Merger Consideration, as the case may be shall have an exercise price per share (rounded without any payment of any consideration therefor. The Company agrees to the nearest cent) equal take all necessary action to the per share exercise price specified in such terminate each Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to Effective Time in accordance with the terms of the underlying applicable Company WarrantWarrant agreement. The provisions of this Section 2.6(b) shall not apply in respect of the warrants issued to, and outstanding in the name of, HCP-FVF, LLC, the treatment of which is governed by an agreement between HCP-FVF LLC and the Company.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “At the Effective Time, each outstanding Company Warrant”) granted , whether or not exercisable, will be assumed by Parent. Each Company Warrant so assumed by Parent under a warrant agreement of this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company that is outstanding Warrant immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares except that each Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase whole shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior equal to the Effective Time, the Company shall take all action necessary to enable Parent to make either product of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares Company Shares that were issuable upon exercise of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Option Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least and (ii) the per exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Warrant was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded to the nearest whole cent. As soon as reasonably practicable after the Effective Time, Parent will issue to each holder of an outstanding Company Warrant a notice describing the foregoing assumptions of such Company Warrant by Parent. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable for delivery upon exercise of a Parent Warrant or a all Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur Warrants pursuant to the terms of the underlying Company Warrantset forth in this Section 5.15.

Company Warrants. Each warrant Following the date hereof, the Company shall use its commercially reasonable efforts to purchase cause the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for shares of Company Common Stock (a “Stock; provided, however, that at the Effective Time, each Company Warrant”) granted under a warrant agreement of the Company Warrant that is remains outstanding and unexercised immediately prior to the Effective Time shallshall become converted into and become a warrant exercisable to receive Domesticated Acquiror Common Stock, at and Acquiror shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock under the Company Warrants assumed by Acquiror shall thereupon be converted into rights with respect to Domesticated Acquiror Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase : (A) each Company Warrant assumed by Acquiror may be exercised solely for shares of Company Domesticated Acquiror Common Stock and shall at Stock; (B) the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Domesticated Acquiror Common Stock subject to each such Company Warrant or Parent Warrant, as assumed by Acquiror shall equal the case may be, shall be sum of (1) the product of (i) the number of shares of Company Common Stock issuable upon exercise of the Company Warrant that were subject to each such Company Warrant immediately prior to the Effective Time Time, multiplied by (ii) the Exchange RatioPer Share Merger Consideration, rounded up, if necessary, rounding the resulting number down to the nearest whole share number of Parent shares of Domesticated Acquiror Common Stock, and plus (2) (i) the number of shares of Company Common Stock issuable upon exercise of the Company Warrant that were subject to such Company Warrant or Parent Warrantimmediately prior to the Effective Time, as multiplied by (ii) the case may be shall have an exercise price per share (rounded Earnout Exchange Ratio, rounding the resulting number down to the nearest centwhole number of shares of Domesticated Acquiror Common Stock; (C) equal to the per share exercise price specified for Domesticated Acquiror Common Stock issuable upon exercise of each Company Warrant assumed by Acquiror shall equal the sum of (1) the quotient of (i) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, divided by the Per Share Merger Consideration, rounding the resulting exercise price up to the nearest whole cent, plus (2) the quotient of (i) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, divided by the Earnout Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and (D) any restriction on any Company Warrant assumed by Acquiror shall continue in full force and effect and the terms and other provisions of such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantotherwise remain unchanged.

Company Warrants. (i) Each Company Warrant shall terminate as of the Effective Time, and, following the Effective Time, no holder of any Company Warrants shall have any right to acquire any equity securities of the Company or of the Acquirer or of the Acquirer Parent as a result of such holder’s Company Warrants (irrespective of the terms or provisions of such Company Warrant). At the Closing, each then outstanding warrant to purchase shares of Company Common Capital Stock (each, a “Company Warrant”) granted under a warrant agreement that is then exercisable for an exercise price less than the Per Share Merger Consideration (any such Company Warrant, an “In-the-Money Warrant”) shall be cancelled in consideration of payment to the holder of such Company Warrant of an amount in cash and Acquirer Parent Common Shares in respect thereof equal to the amount, if any, by which (1) the aggregate Per Share Merger Consideration would be issuable or payable in accordance with Section ‎1.2‎(a) in respect of the Company that is outstanding immediately Shares issuable upon exercise of such Company Warrant had such Company Warrant been exercised in full prior to the Effective Time shallClosing exceeds (2) the aggregate exercise price for such Company Warrant (the “Warrant Cancellation Payment”). The Warrant Cancellation Payment shall be paid as follows: (i) an amount of cash equal to the Cash Consideration Percentage of the Warrant Cancellation Payment, at less an amount of cash equal to such holder of Company Warrant’s Indemnity Escrow Per Share Amount, Adjustment Escrow Per Share Amount and Expense Fund Per Share Amount, (ii) a number of Acquirer Parent Common Shares equal to the Effective Timequotient obtained by dividing (A) the Stock Consideration Percentage of the Warrant Cancellation Payment by (B) the Acquirer Parent Share Price, cease to represent a and (iii) the right to purchase receive, with respect to each In-the-Money Warrant, any cash disbursements that may become payable in the future with respect to such holder’s shares of Company Common Stock from the Indemnity Escrow Amount, the Adjustment Escrow Amount and shall at the election of Parent and at Expense Fund, or the Effective Time, either represent a right Acquirer pursuant to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”Section ‎1.11(d)(ii), in each case on substantially accordance with the same terms of this Agreement and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to existEscrow Agreement. The number amount of shares cash that each holder of Parent Common Stock subject Company Warrant holding a Company Warrant is entitled to each receive for such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such cent and computed after aggregating cash amounts for all Company Shares or Company Warrant divided held by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantholder.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person, each warrant for Company Preferred Stock set forth on Section 2.5(a)(iv) of the Company Disclosure Schedule (each, a “Warrant”) shall cease to represent a the right to purchase shares of Company Common Preferred Stock and shall at the election of Parent be assigned to and at the Effective Timeassumed by SPAC, either represent a right to purchase shares of Parent Common Stock or be and converted into or exchanged for, as applicable, a warrant to purchase shares of Parent Class A Common Stock (each, a “Parent Rollover Warrant”)) in an amount, in each case on substantially the same at an exercise price and subject to such terms and conditions determined as were applicable under such Company Warrantset forth below. Prior Each Rollover Warrant shall (i) be exercisable for, and represent the right to the Effective Timepurchase, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The a number of shares of Parent Class A Common Stock subject (rounded down to each such Company Warrant or Parent Warrant, as the case may be, shall be nearest whole share) equal to (A) the number of shares of Company Common Preferred Stock subject to each such Company the corresponding Warrant immediately prior to the Effective Time Time, multiplied by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole Aggregate Liquidation Preference of such underlying share of Parent Common Company Preferred Stock, and such Company Warrant or Parent Warrantdivided by (C) $10.00, as the case may be shall and (ii) have an exercise price per share of Class A Common Stock (rounded up to the nearest whole cent) subject to such Rollover Warrant equal to (A) the current aggregate exercise price of such Warrant (the current exercise price per share exercise price specified in such of Company Preferred Stock applicable to the corresponding Warrant divided immediately prior to the Effective Time, multiplied by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Company Preferred Stock that will be subject to Parent Warrants as a result of the assumption issuable upon exercise thereof), divided by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to (B) the number of shares receivable of Class A Common Stock issuable upon exercise thereof. Unless otherwise agreed by the Company, SPAC and the holder(s) of a Parent the applicable Warrants, each Rollover Warrant or a Company Warrant or shall be subject to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments same terms and conditions that occur pursuant applied to the corresponding Warrant immediately prior to the Effective Time, except for terms rendered inoperative by reason of the underlying transactions contemplated by this Agreement or the Ancillary Documents or for such other immaterial administrative or ministerial changes as the Company Warrantmay determine in good faith are necessary to effectuate the administration of the Rollover Warrants.

Company Warrants. Each warrant to purchase shares of (a) At the Effective Time, each Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shallTime, at shall be converted into and become a warrant to purchase Parent Common Stock, and Parent shall assume such Company Warrant in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Warrant and the terms of the Contract by which such Company Warrant is evidenced. All rights with respect to Company Preferred Stock under the Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (i) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially ii) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall be determined by multiplying the number of shares of Company Common Preferred Stock that were subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, and rounding the resulting number down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (iii) the number of shares of per share exercise price for the Parent Common Stock that will issuable upon exercise of each Company Warrant assumed by Parent shall be determined by dividing the per share exercise price of Company Preferred Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, 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 Warrant assumed by Parent Warrants shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged as a result of the assumption by of such Company Warrant; provided, however, that the board of directors of Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment or a committee thereof shall succeed to the number authority and responsibility of shares receivable upon exercise the board of a Parent Warrant directors of the Company or a any committee thereof with respect to each Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantassumed by Parent.

Company Warrants. Each At the Effective Time, each unexercised warrant to purchase shares of Company Common Stock (a “the "Company Warrant”Warrants") granted then outstanding will be assumed by Parent, to the extent permitted by the terms of such Company Warrants. Each such outstanding Company Warrant so assumed by Parent under a warrant agreement of this Agreement will continue to have, and be subject to, the same terms and conditions set forth in such Company that is outstanding Warrants immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under except that such Company Warrant. Prior to the Effective Time, the Company Warrants shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The exercisable for that number of shares of "Parent Common Stock subject Units" (as defined below) that is equal to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject that were purchasable under such outstanding Company Warrant immediately prior to the Effective Time. Each "Parent Unit" shall consist of (i) that fraction of a share of Parent Common Stock equal to the Stock Exchange Ratio and (ii) that fraction of a Warrant equal to the Warrant Exchange Ratio, and the per Parent Unit exercise price for each such assumed Company Warrant shall be equal to the exercise price of such Company Warrant immediately prior to the Effective Time multiplied by Time. From and after the Exchange RatioEffective Time, rounded upunless the context requires otherwise, all references to the Company in the Company Warrants shall be deemed to refer to Parent. Parent further agrees that, notwithstanding any other term of this Section 1.8 to the contrary, if necessaryrequired under the terms of the assumed Company Warrants, it will execute a supplemental agreement with the holders of Company Warrants to effectuate the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratioforegoing. Parent shall (x) on or prior to the Effective Time, reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be become subject to Parent Warrants as a result of the assumption by Parent of assumed Company Warrants as contemplated by this Section 2.5. Notwithstanding (including, without limitation, the foregoing, any adjustment shares of Parent Common Stock issuable upon the exercise of Warrants subject to the number of shares receivable upon exercise of a Parent Warrant or a assumed Company Warrant or to the exercise price Warrants) pursuant to this Section 2.5 shall not be duplicative 1.8 and (y) from and after the Effective Time, upon exercise of any such adjustments that occur pursuant to the assumed Company Warrants in accordance with the terms thereof, make available for issuance all shares of the underlying Company WarrantParent Common Stock and Warrants covered thereby.

Company Warrants. Each warrant to purchase shares The Company shall cause all Company Warrants that are outstanding and unexercised as of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, to be cancelled at the Effective Time. In exchange and settlement for the cancellation of any Company Warrant and the delivery of a completed warrant cancellation agreement, cease to represent in a form mutually agreed upon by Parent and the Company, the Company Warrantholder thereof shall have the right to purchase receive, in respect of each share of Company Common Stock underlying the Company Warrant, the (A) Per Warrant Share Closing Merger Consideration, payable in the form of (i) a pro rata number of shares of Parent Preferred Stock (determined based on the quotient of 650,000 shares of Parent Preferred Stock and the total number of shares of Company Common Stock and shall at underlying the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Company Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The (ii) a pro rata number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as (determined based on the case may be, shall be the number quotient of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of 11,500,000 shares of Parent Common Stock at least equal to (reduced by the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result issuable in respect of the assumption shares of Company Common Stock pursuant to Section 1.10(a(iii)(2)) and the total number of shares of Company Common Stock underlying the Company Warrants), and (iii) a pro rata share (based on the total number of shares of Company Common Stock underlying the Company Warrants) of the amount of Cash Merger Consideration remaining after making the aggregate payments of the Per Common Share Closing Merger Consideration pursuant to Section 1.10 and the aggregate Option Consideration pursuant to Section 1.11, each in accordance with the Payout Spreadsheet, plus (B) an allocable portion of any Post-Closing Merger Consideration. For the avoidance of doubt, after the Effective Time, no Company Warrant shall be exercisable by Parent any Company Warrantholder for, otherwise entitle such Company Warrantholder to receive, shares of Company Stock (or any other equity security or other consideration), but shall only entitle such Company Warrantholder to the consideration (if any) described in this Section 1.12. The aggregate amount paid or payable in respect of the cancellation of the Company Warrants as contemplated by set forth in this Section 2.51.12 is referred to herein as the “Warrant Consideration.” Parent will deliver to each Company Warrantholder a stock certificate representing the shares of Parent Preferred Stock issuable to such Company Warrantholder. Notwithstanding the foregoing, any adjustment The shares of Parent Common Stock issuable to the number of shares receivable upon exercise of a Parent Warrant or a each Company Warrant or to the exercise price pursuant to this Section 2.5 shall not Warrantholder will be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantin uncertificated book-entry form.

Company Warrants. Each warrant Pursuant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Amalgamation, at the Company Amalgamation Effective Time, each Company Warrant that is remains outstanding and unexercised immediately prior to the Company Amalgamation Effective Time shall, at (and which is not automatically and fully exercised in accordance with its terms prior to the Company Amalgamation Effective Time, cease to represent a right to purchase shares of Company Common Stock and ) shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or automatically be converted into a warrant to purchase shares of Parent Pubco Common Stock Shares (each, a “Parent Pubco Assumed Company Warrant”)) determined in accordance with the terms of the Company Warrant Agreement and the Company Supplemental Indenture, and the holder thereof shall cease to have any other rights in each case on substantially and to the Company with respect to such Company Warrant. Each Pubco Assumed Company Warrant shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such corresponding former Company Warrant immediately prior to the Company Amalgamation Effective Time multiplied by in accordance with the Company Warrant Agreement and the Company Supplemental Indenture, except that (A) each Pubco Assumed Company Warrant shall be exercisable for that a number of Pubco Common Shares equal to the product of (1) the number of Company Common Shares subject to the corresponding Company Warrant immediately prior to the Company Amalgamation Effective Time and (2) the Company Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest centB) equal to the per share exercise price specified in such for each Pubco Common Share issuable upon exercise of the Pubco Assumed Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least be equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment quotient (rounded up to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to nearest whole cent) obtained by dividing (1) the exercise price pursuant to this Section 2.5 shall not be duplicative per Company Common Share of any such adjustments that occur pursuant corresponding Company Warrant immediately prior to the terms of Company Amalgamation Effective Time by (2) the underlying Company Exchange Ratio, and the holder thereof shall cease to have any other rights in and to the Company with respect to such Company Warrant.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shall, and for which the ability to exercise such Company Warrant does not terminate or expire by the terms of such warrant at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into and become a warrant to purchase shares of Parent Common Stock (a “Shares and Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to assume each such Company Warrant or in accordance with its terms. All rights with respect to Company Common Stock under Company Warrants assumed by Parent Warrantshall thereupon be converted into rights with respect to Parent Shares. Accordingly, as from and after the case Effective Time: (i) each Company Warrant assumed by Parent may be, be exercised solely for Parent Shares; (ii) the number of Parent Shares subject to each Company Warrant assumed by Parent shall be determined by multiplying (1) the number of shares of Company Common Stock that were subject to each such Company Warrant immediately prior to the Effective Time multiplied by (2) the Common Exchange Ratio, rounded up, if necessary, Ratio and rounding the resulting number down to the nearest whole share number of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share Shares; (rounded to the nearest centiii) equal to the per share exercise price specified for the Parent Shares issuable upon exercise of each Company Warrant assumed by Parent shall be determined by dividing the effective per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by the Common Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Company Warrant assumed by Parent shall continue in full force and effect and the term and other provisions of such Company Warrant divided by shall otherwise remain unchanged. For the Exchange Ratio. Parent shall reserve for issuance a number avoidance of shares of Parent Common Stock at least equal doubt, if the ability to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant terminates or expires by its terms at the Effective Time, such Company Warrant (i) will terminate and expire, (ii) not convert into and become a warrant to the exercise price pursuant to this Section 2.5 shall purchase Parent Shares and (iii) not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrantassumed by Parent.

Company Warrants. Each warrant to purchase shares of At the Effective Time, each Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shallTime, at will be converted into and become a warrant to purchase Parent Common Stock. All rights with respect to Company Common Stock under Company Warrants assumed by Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (i) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially ii) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to each such Company Warrant Warrant, as in effect immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded up, if necessary, Ratio and rounding the resulting number down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (iii) the number of shares of per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent will be determined by dividing (x) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (y) 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 Warrant assumed by Parent will continue in full force and effect and the term, exercisability and other provisions of such Company Warrant will otherwise remain unchanged; provided, however, that will to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by Parent in accordance with this Section 5.30(a) will, in accordance with its terms, be subject to further adjustment as appropriate 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 Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment Common Stock subsequent to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company WarrantEffective Time.

Company Warrants. Each warrant to purchase shares of At the Effective Time, each Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shallTime, at will be converted into and become a warrant to purchase Parent Common Stock. All rights with respect to Company Common Stock under Company Warrants assumed by Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (i) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially ii) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to each such Company Warrant Warrant, as in effect immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded up, if necessary, Ratio and rounding the resulting number down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (iii) the number of shares of per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent will be determined by dividing (x) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (y) 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 Warrant assumed by Parent will continue in full force and effect and the term, exercisability and other provisions of such Company Warrant will otherwise remain unchanged; provided, however, that will to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by Parent in accordance with this Section 5.17(a) will, in accordance with its terms, be subject to further adjustment as appropriate 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 Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment Common Stock subsequent to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company WarrantEffective Time.

Company Warrants. Each warrant to purchase shares of (a) At the Effective Time, each Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shallTime, at will be converted into and become a warrant to purchase Parent Common Stock. All rights with respect to Company Common Stock under Company Warrants assumed by Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (i) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially ii) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to each such Company Warrant Warrant, as in effect immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded up, if necessary, Ratio (as adjusted in accordance with Section 1.10) and rounding the resulting number down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (iii) the number of shares of per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent will be determined by dividing (x) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (y) the Exchange Ratio (as adjusted in accordance with Section 1.10) and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Warrant assumed by Parent will continue in full force and effect and the term, exercisability and other provisions of such Company Warrant will otherwise remain unchanged; provided, however, that will to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by Parent in accordance with this Section 5.18(a) will, in accordance with its terms, be subject to further adjustment as appropriate 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 Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment Common Stock subsequent to the number Effective Time. For the avoidance of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 doubt, no such adjustment shall not be duplicative made in respect of any such adjustments that occur pursuant to the terms of the underlying Company WarrantPost-Closing Financing.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at Immediately after the Effective Time, cease each outstanding Company Warrant will, subject to represent Company’s receipt of any required consent of the holders of such Company Warrants, be cancelled by the Surviving Corporation, and each holder of a right cancelled Company Warrant will be entitled to purchase shares receive (A) from the Surviving Corporation at the same time as payment of the Merger Closing Consideration for Company Common Shares and Company Preferred Shares is made by the Surviving Corporation in connection with the Merger, in consideration for the cancellation of such Company Warrant, an amount in cash equal to the product of (x) the number of Company Common Stock Shares previously subject to issuance on exercise of such Company Warrant and shall at (y) the election excess, if any, of Parent and at the Effective Time, either represent a right Closing Consideration Per Company Share over the exercise price per Company Share previously subject to purchase shares issuance on exercise of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock such Company Warrant (a the “Parent WarrantWarrant Merger Closing Consideration”), and (B) from Buyer, any Additional Consideration Per Company Share in each case respect of the Company Shares previously subject to issuance on substantially exercise of such Company Warrant, which will be payable at the times and in the manner specified in the Earnout Agreement. Each Company Warrant that is not canceled as described above will continue to have, and be subject to, the same terms and conditions as were set forth in the applicable Company Warrant, except that each of the Company Shares for which such Company Warrant is exercisable will at the Effective Time be converted into the right to receive an amount in cash equal to the Closing Consideration Per Company Share for each Company Share subject to issuance on exercise of such Company Warrant and any Additional Consideration Per Company Share that will become payable under the Earnout Agreement after date of exercise of such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”a) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at At the Effective Time, cease to represent a right each warrant to purchase shares of Company Common Stock that is then outstanding, whether vested or unvested (a "COMPANY COMMON WARRANT"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the applicable warrant agreement by which such Company Common Warrant is evidenced. All rights with respect to Company Common Stock under outstanding Company Common Warrants shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and shall at the election of Parent and at after the Effective Time, either represent a right to purchase (a) each Company Common Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock, (a “Parent Warrant”), in each case on substantially b) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such assumed Company Common Warrant or Parent Warrant, as the case may be, shall be equal to the number of shares of Company Common Stock that were subject to each such Company Common Warrant immediately prior to the Effective Time multiplied by the Exchange RatioApplicable Fraction, rounded up, if necessary, down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal (collectively, the "COMMON WARRANT SHARES"), (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Common Warrant shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Common Warrant, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Company Common Warrant shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Common Warrant shall otherwise remain unchanged; provided, however, that each such assumed Company Common Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.7(a). Following the Closing, Parent will send to each holder of an assumed Company Common Warrant a written notice setting forth (i) the number of shares of Parent Common Stock that will be subject to such assumed Company Common Warrant, and (ii) the exercise price per share of Parent Warrants as a result Common Stock issuable upon exercise of the assumption by Parent of such assumed Company Warrants as contemplated by this Section 2.5Common Warrant. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of required to assume any such adjustments that occur pursuant to the Company Common Warrant which by its terms has terminated as of the underlying Company WarrantEffective Time of the Merger.

Company Warrants. Each warrant to purchase shares of Unless the Buyer and the Company Common Stock (a “agree otherwise, the Company Warrant”) granted under a warrant agreement shall request that all holders of the Company that is outstanding immediately Warrants exercise the Company Warrants prior to the Effective Time shallClosing Time. As of the effective time of a Post-Closing Reorganization satisfying the applicable provisions covering mergers, at consolidations and/or other similar transactions of the Effective TimeCompany Warrants, if any, each remaining outstanding Company Warrant shall cease to represent 38 a right to purchase shares of acquire Company Common Stock Shares and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted automatically into a warrant to purchase either shares of Parent Buyer Common Stock based on the Fixed Offer Price or, to the extent the holder thereof makes an effective written election prior to the Closing Time, shares of Buyer Stock and CVRs based on the Contingent Offer Price (a “Parent Warrant”)collectively, the "NEW BUYER WARRANTS") in each case on substantially an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Warrant so substituted by the Buyer shall be subject to, and exercisable upon, the same terms and conditions as were under the applicable under such Company Warrant. Prior Warrant and the applicable warrant agreement related thereto, except that (i) each substituted Company Warrant shall be exercisable for, and represent the right to the Effective Timeacquire, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The (I) that number of shares of Parent the Buyer Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest centwhole share) equal to (A) the per share exercise price specified in number of Company Shares subject to such Company Warrant in effect immediately prior to the Closing Time multiplied by (B) the Fixed Offer Price; and (ii) the exercise price per share of the Buyer Common Stock subject to such substituted Company Warrant shall be an amount equal to (A) the exercise price per Company Share subject to such Company Warrant in effect immediately prior to the Closing Time divided by (B) the Exchange Ratio. Parent shall reserve for issuance Fixed Offer Price (rounded up to the nearest whole cent) or (II) a number of units equal to (A) the number of Company Shares subject to such Company Warrant in effect immediately prior to the Closing Time, each such unit comprised of that number of shares of Parent Buyer Common Stock at least equal to the number of shares of Parent Common Stock that will be Contingent Offer Price and (ii) the exercise price per such unit subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a such substituted Company Warrant or shall be an amount equal to the exercise price pursuant per Company Share subject to this Section 2.5 shall not be duplicative such Company Warrant in effect immediately prior to the Closing Time. If and to the extent necessary or required by the terms of any such adjustments that occur the Company Warrants or pursuant to the terms of any warrant agreement related thereto, each of the underlying Buyer and the Company Warrantshall request the consent of each holder of outstanding Company Warrants to the foregoing treatment of such Company Warrants. The Company will provide any notice to warrantholders required under the terms of each Company Warrant in connection with the Offer.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately Immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, (x) the Company shall take all action necessary to enable Parent to make either of such elections. All cause each Company Warrants Warrant (other than the Finback Warrant) that is issued to Parent and outstanding immediately prior to the Effective Time shallto be either exercised in full on a cash or cashless basis or terminated without exercise and (y) (A) the Company shall cause the portion of the Finback Warrant that is vested as of immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (B) the portion of the Finback Warrant that is unvested as of immediately prior to the Effective Time (such portion, at the “Unvested Finback Warrant”) shall be automatically, without any action on the part of Parent, the Company or the Company Warrant holder, converted into a warrant (the “Parent Finback Warrant”) to acquire shares of Parent Common Stock in accordance with this Section 2.1(a)(iii), in each case, in accordance with the respective terms of such Company Warrant (such actions, collectively the “Company Warrant Settlement”). Such Parent Finback Warrant as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Finback Warrant immediately prior to the Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and converted shall be cancelled and shall cease to exist. The for that number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be determined by multiplying the number of shares of the Company Common Stock subject to each the unvested portion of such Company Finback Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, which product shall be rounded up, if necessary, down to the nearest whole number of shares, at a per share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to determined by dividing the per share exercise price specified in such Company of the Unvested Finback Warrant divided immediately prior to the Effective Time by the Exchange Ratio. Parent , which quotient shall reserve for issuance a number of shares of Parent Common Stock at least equal be rounded down to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result nearest whole cent. After the Company Warrant Settlement, all of the assumption by Parent Company Warrants shall no longer be outstanding and shall cease to exist and each holder of Company Warrants shall thereafter cease to have any rights with respect to such securities except as contemplated by set forth in this Section 2.52.1(a)(iii). Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.​

Company Warrants. Each warrant (i) Neither Purchaser nor any of its Affiliates shall assume or otherwise replace a Company Warrant in connection with the Acquisition or the other Transactions. Upon the terms and subject to purchase shares the conditions set forth in this Agreement, at the Closing, by virtue of the Acquisition and the Warrant Cancellation Agreements in respect of the Company Warrants and without any action on the part of Purchaser, the Company, or the holders of Company Common Stock Warrants (each such holder as of immediately prior to the Closing, a “Company WarrantWarrantholder”) granted under a warrant agreement of the ), each Company Warrant that is outstanding immediately prior to the Effective Time shallClosing Date shall be cancelled, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled extinguished and shall cease to exist. The number In exchange for the cancellation and extinguishment of shares the Company Warrants pursuant to this Section 1.2(c)(i), each person who, at the Closing Date, was holding a Company Warrant shall receive an amount in cash (without interest) equal to, in respect of Parent Common Stock subject to each Company Ordinary Shares Warrant, the product of (x) the excess, if any, of the Per Ordinary Share Consideration, without interest, over the per share exercise price of such Company Ordinary Shares Warrant or Parent Warrant, as the case may be, shall be and (y) the number of shares of Company Common Stock subject to each Ordinary Shares into which such Company Ordinary Shares Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur is convertible pursuant to the terms of its governing documents, in each case as of immediately prior to the underlying Closing Date (“Warrant Consideration”). Company WarrantOrdinary Shares Warrants with a per share exercise price greater than or equal to the Per Ordinary Share Consideration (“Out-of-the-Money Warrants”) shall be cancelled without consideration. Payment of Warrant Consideration to any holder of Company Warrants entitled thereto shall be made at such time(s) provided in this Agreement to the Payment Agent for onward payment to the Company Warrantholders that would receive consideration under this Section 1.2(c). For purposes of calculating the aggregate amount of consideration payable in respect of a Company Warrant pursuant to this Section 1.2(c)(i), (x) all shares of Company Capital Shares issuable upon the exercise in full of the Company Warrants held by each holder of Company Warrants shall be aggregated and (y) the amount of cash to be paid to each such holder of Company Warrants shall be rounded down to the nearest whole cent.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement At the Effective Time, by virtue of the Merger and without any further action on the part of Buyer, Merger Sub, or Company, each Company Warrant that is outstanding immediately prior to the Effective Time shallshall be accelerated and automatically become fully vested, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”)cancelled and, in exchange therefor, each case on substantially holder thereof shall be entitled to receive, in consideration of the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either cancellation of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrantand in settlement therefor, as a payment in cash (subject to the case may beterms of this Agreement, shall be including Section 2.5, Section 2.9, Section 2.10 and ARTICLE XI) of an amount equal to the product of (i) the total number of shares of Company Common Preferred Stock subject to each such Company Warrant, and (ii) the excess, if any, of the Preferred Stock Per Share Merger Consideration over the exercise price per share of Company Preferred Stock subject to such Company Warrant immediately prior (such amounts payable hereunder, the “Warrant Payments”), without interest thereon and less any applicable withholdings and payable in accordance with the Allocation Certificate and the terms of this Agreement. From and after the Effective Time, any such cancelled Company Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the Effective Time multiplied by payment of the Exchange Ratio, rounded up, if necessary, to the nearest whole share Warrant Payment. No holder of Parent Common Stock, and such a Company Warrant or Parent Warrant, as the case may be shall have that has an exercise price per share (rounded to the nearest cent) of Company Preferred Stock that is equal to or greater than the per share exercise price specified in Preferred Stock Per Share Merger Consideration shall be entitled to any payment with respect to such cancelled Company Warrant divided by before, on, or after the Exchange RatioEffective Time. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal Each Principal Holder acknowledges and agrees to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing2.4, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or and in particular each Principal Holder holding a Company Warrant or (a) acknowledges that the right to the exercise price receive a Warrant Payment pursuant to this Section 2.5 2.4 shall not be duplicative constitute full satisfaction of any such adjustments that occur pursuant to Company’s obligations under the terms of the underlying Company Warrant, (b) waives the right to receive any notice in connection with the Merger or this Agreement under such Company Warrant, including section 3.2, section 3.4 and section 6 thereof and (c) agrees that from and after the Effective Time, such Company Warrant shall be terminated and of no further force or effect.

Company Warrants. Each warrant Following the date hereof, the Company shall use its commercially reasonable efforts to purchase cause the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for shares of Company Common Stock (a “Stock; provided, however, that at the Effective Time, each Company Warrant”) granted under a warrant agreement of the Company Warrant that is remains outstanding and unexercised immediately prior to the Effective Time shallshall become converted into and become a warrant exercisable to receive Parent Common Stock, at and Parent shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock under the Company Warrants assumed by Parent (each, an “Assumed Warrant”) shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (A) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially B) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall be determined by multiplying (1) the number of shares of Company Common Stock, or the number of shares of Company Common Stock issuable upon exercise of the Company Warrant that were subject to each such Company Warrant immediately prior to the Effective Time multiplied Time, by (2) the Exchange Ratio, rounded up, if necessary, and rounding the resulting number up to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (C) the number of shares of per share exercise price for Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable issuable upon exercise of a Parent Warrant or a each Company Warrant or assumed by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant up to the nearest whole cent; and (D) any restriction on any Company Warrant assumed by Parent shall continue in full force and effect and the terms and other provisions of the underlying such Company WarrantWarrant shall otherwise remain unchanged.

Company Warrants. Each At the Effective Time, each outstanding warrant to purchase shares of Company Common Stock (a “the "Company Warrants"), whether or not then exercisable, shall be assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement (each an "Assumed Warrant”") granted under a shall continue to have, and be subject to, the same terms and conditions set forth in the applicable warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall(including, at the Effective Timewithout limitation, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”any repurchase rights), except that (i) each Assumed Warrant shall be exercisable (or shall become exercisable in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The accordance with its terms) for (A) that number of shares of Parent Common Stock subject equal to each such Company Warrant or Parent Warrant, as the case may be, shall be product of the number of shares of Company Common Stock subject to each that were issuable upon exercise of such Company Assumed Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least and (B) in addition (I) if the First Milestone is achieved, an additional number of shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such Assumed Warrant immediately prior to the Effective Time multiplied by the First Contingent Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (II) if the Second Milestone is achieved, an additional number of shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such Assumed Warrant immediately prior to the Effective Time multiplied by the Second Contingent Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable only pursuant to clause (A) above upon exercise of such Assumed Warrant shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, and (iii) other than as set forth in the foregoing clause (ii), no additional exercise price shall be due or payable with respect to any shares of Parent Common Stock issued or issuable upon or on account of the exercise of such Assumed Warrant. In the event that any Assumed Warrant is exercised, in whole or in part, prior to the achievement of the First Milestone and/or the Second Milestone, as the case may be, then, in the event that the First Milestone and/or the Second Milestone, as the case may be, is or are achieved following such exercise, Parent shall issue to the holder of such Assumed Warrant (for no additional consideration) that number of shares of Parent Common Stock that will be subject such holder of such Assumed Warrant would have been entitled to Parent Warrants receive pursuant to clauses (B)(I) and/or (B)(II) above, as a result the case may be, if the portion of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment such Assumed Warrant that was exercised prior to the number First Milestone Date and/or the Second Milestone Date, as the case may be, were exercised on the First Milestone Date and/or the Second Milestone Date, as the case may be. After the Effective Time, Parent shall issue to each holder of shares receivable upon exercise an outstanding Assumed Warrant a notice describing the foregoing assumption of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company WarrantAssumed Warrants by Parent.

Company Warrants. Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at At the Effective Time, cease to represent a right to purchase shares of each Company Common Stock and shall at the election of Parent and at the Effective TimeWarrant that is unexpired, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent unexercised and outstanding immediately prior to the Effective Time shall, at on the Effective Timeterms and subject to the conditions set forth in this Agreement, be cancelled and shall cease extinguished and automatically converted into, subject to exist. The number and in accordance with Section 1.9, the right to receive, for each share of Company Common Stock (which, for the avoidance of doubt, includes each share of Company Common Stock deemed to have been issued upon conversion of all shares of Parent Common Company Capital Stock subject to each upon the exercise or contingent exercise of such Company Warrant or Parent Warrantprior to the Closing) subject to such Company Warrant (A) the Warrant Cash-Out Closing Amount Per Share, (B) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of this Agreement and the Escrow Agreement, cash in an amount equal to up to the Warrant Cash-Out General Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the case may beindemnification obligations of the Effective Time Holders under Article 8), shall be (C) the number right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of shares this Agreement and the Escrow Agreement, cash in an amount equal to up to the Warrant Cash-Out Special Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8) and (D) the right to receive cash in an amount equal to the pro rata share allocable to each share of Company Common Stock subject to each such Company Warrant of any Earnout Payment payable pursuant to Section 5.20. The amount of cash each Company Warrantholder is entitled to receive pursuant to this Section 1.8(a)(v) for the Company Warrants held by such Company Warrantholder as of immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may shall be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in cent and computed after aggregating cash amounts for all Company Warrants held by such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company WarrantWarrantholder.

Company Warrants. Each warrant to purchase shares of Unless the Buyer and the Company Common Stock (a “agree otherwise, the Company Warrant”) granted under a warrant agreement shall request that all holders of the Company that is outstanding immediately Warrants exercise the Company Warrants prior to the Effective Time shallClosing Time. As of the effective time of a Post-Closing Reorganization satisfying the applicable provisions covering mergers, at consolidations and/or other similar transactions of the Effective TimeCompany Warrants, if any, each remaining outstanding Company Warrant shall cease to represent a right to purchase shares of acquire Company Common Stock Shares and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted automatically into a warrant to purchase either shares of Parent Buyer Common Stock based on the Fixed Offer Price or, to the extent the holder thereof makes an effective written election prior to the Closing Time, shares of Buyer Common Stock and CVRs based on the Contingent Offer Price (a “Parent Warrant”)collectively, the "NEW BUYER WARRANTS") in each case on substantially an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Warrant so substituted by the Buyer shall be subject to, and exercisable upon, the same terms and conditions as were under the applicable under such Company Warrant. Prior Warrant and the applicable warrant agreement related thereto, except that (i) each substituted Company Warrant shall be exercisable for, and represent the right to the Effective Timeacquire, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The (I) that number of shares of Parent the Buyer Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest centwhole share) equal to (A) the per share exercise price specified in number of Company Shares subject to such Company Warrant in effect immediately prior to the Closing Time multiplied by (B) the Fixed Offer Price; and (ii) the exercise price per share of the Buyer Common Stock subject to such substituted Company Warrant shall be an amount equal to (A) the exercise price per Company Share subject to such Company Warrant in effect immediately prior to the Closing Time divided by (B) the Exchange Ratio. Parent shall reserve for issuance Fixed Offer Price (rounded up to the nearest whole cent) or (II) a number of units equal to (A) the number of Company Shares subject to such Company Warrant in effect immediately prior to the Closing Time, each such unit comprised of that number of shares of Parent Buyer Common Stock at least and CVRs equal to the number of shares of Parent Common Stock that will be Contingent Offer Price and (ii) the exercise price per such unit subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a such substituted Company Warrant or shall be an amount equal to the exercise price pursuant per Company Share subject to this Section 2.5 shall not be duplicative such Company Warrant in effect immediately prior to the Closing Time. If and to the extent necessary or required by the terms of any such adjustments that occur the Company Warrants or pursuant to the terms of any warrant agreement related thereto, each of the underlying Buyer and the Company Warrantshall request the consent of each holder of outstanding Company Warrants to the foregoing treatment of such Company Warrants. The Company will provide any notice to warrantholders required under the terms of each Company Warrant in connection with the Offer.

Company Warrants. Each warrant to purchase shares of (a) At the Effective Time, each Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company Warrant that is outstanding and unexercised immediately prior to the Effective Time shallTime, at will be converted into and become a warrant to purchase Parent Common Stock. All rights with respect to Company Common Stock under Company Warrants assumed by Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, cease to represent a right to purchase shares of : (i) each Company Common Stock and shall at the election of Warrant assumed by Parent and at the Effective Time, either represent a right to purchase may be exercised solely for shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock Stock; (a “Parent Warrant”), in each case on substantially ii) the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or assumed by Parent Warrant, as the case may be, shall will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to each such Company Warrant Warrant, as in effect immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded up, if necessary, Ratio and rounding the resulting number down to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to Stock; (iii) the number of shares of per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent will be determined by dividing (x) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (y) 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 Warrant assumed by Parent will continue in full force and effect and the term, exercisability and other provisions of such Company Warrant will otherwise remain unchanged; provided, however, that will to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by Parent in accordance with this Section 5.16(a) will, in accordance with its terms, be subject to further adjustment as appropriate 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 Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment Common Stock subsequent to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company WarrantEffective Time.