Common use of Company Warrants Clause in Contracts

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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. Immediately following (a) At the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, automatically shall be converted into and without any action on the part of any holder of become an option to purchase Parent Common Stock, and Parent shall assume such Company WarrantsWarrant 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: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying the number of shares of Company Series C-2 Preferred Stock that were subject to such Company Warrant immediately prior to the 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 Effective Time by the Exchange Ratio, which product shall be rounded and rounding the resulting number down to the nearest whole number of shares, and shares of Parent Common Stock; (iii) the per share exercise price per share for the Parent Common Stock issuable upon exercise of such each Company Warrant assumed by Parent shall be adjusted to an exercise price determined by dividing the per share exercise price of Company Series C-2 Preferred Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Exchange Ratio, which quotient shall be rounded and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to ; and (iv) any restriction on the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance exercise of doubt, any Company Warrant that has been exercised prior to such time assumed by Parent shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms term, exercisability, vesting schedule and other provisions of the agreements governing the Company Warrants 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 otherwise remain unchanged as a result of the assumption of such Company Warrant; provided, however, that the board of directors of Parent or a committee thereof shall succeed to the authority and shall be responsibility of no further force the board of directors of the Company or effectany committee thereof with respect to each Company Warrant assumed by Parent.

Company Warrants. Immediately following The Company will take all necessary and appropriate action so that, at the PreEffective Time, each of the Company Warrants that is not an In-the-Money Company Warrant, to the extent not previously exercised for shares of Company 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 Recapitalization Merger Consideration applicable to such Company Capital Stock and as set forth on the Payment Schedule (the “Closing Warrant Payout Amount”), (ii) the Applicable Share of any Company Securityholder Distribution and (iii) in the event that any Milestone Consideration Payment becomes due pursuant to the terms of this Agreement, with respect to such Milestone Consideration (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant, 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 payment 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 will deliver to each holder of Company Warrants 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 a Warrant Consent duly executed by the holder of each Company Warrant outstanding as of immediately prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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. Immediately following Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Pre-Closing Recapitalization but 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, automatically and without any the Company shall take all action on the part of any holder necessary to enable Parent to make either of such elections. All Company WarrantsWarrants 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 Ordinary Shares that were Common Stock subject to each such Company Warrant immediately prior to the 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 Effective Time multiplied by the Exchange Ratio, which product 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 be have an exercise price per share (rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted cent) equal to an exercise price determined by dividing the per share exercise price of specified in such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization divided by the Exchange Ratio, which quotient . Parent shall be rounded reserve for issuance a number of shares of Parent Common Stock at least equal to the nearest whole centnumber 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. Immediately thereafter but prior Notwithstanding the foregoing, any adjustment to the Effective Time, each number of shares receivable upon exercise of a Parent Warrant or a Company Warrant issued and outstanding at or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such time (and excluding, for the avoidance of doubt, any Company Warrant adjustments that has been exercised prior occur pursuant to 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 Ordinary Shares in accordance with the terms of the agreements governing the underlying Company Warrants 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 effectWarrant.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each unexercised warrant to purchase shares of Company Common Stock (the “Company Warrants”) 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 this Agreement will continue to have, and be subject to, the same terms and conditions set forth in such Company Warrants immediately prior to the Effective Time, automatically and without any action on the part of any holder of except that such Company Warrants, Warrants shall be exercisable for that number of “Parent Units” (as defined below) that is equal to the number of shares of Company Ordinary Shares Common Stock that were subject 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 Pre-Closing Recapitalization Effective Time. From and after the Effective Time, unless 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 required under the terms of the assumed Company Warrants, it will execute a supplemental agreement with the holders of Company Warrants to effectuate the foregoing. Parent shall (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised x) on or prior to such time in accordance with its terms either the Effective Time, reserve for issuance the number of shares of Parent Common Stock that will become subject to the assumed Company Shares or a cash payment Warrants (including, without limitation, the shares of Parent Common Stock issuable upon the exercise of Warrants subject to the assumed Company Warrants) pursuant to this Section 1.8 and (y) from and after the Effective Time, upon exercise of the assumed Company Warrants in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number make available for issuance all shares of shares, Parent Common Stock and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 effectcovered thereby.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically (x) the Company shall cause each Company Warrant (other than the Finback Warrant) that is issued and outstanding immediately prior to the Effective Time to 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, the “Unvested Finback Warrant”) shall be automatically, without any action on the part of any holder 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 WarrantsWarrant (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 number of Company Ordinary Shares that were subject same terms and conditions as applied to such Company the Finback Warrant immediately prior to the Pre-Closing Recapitalization (Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and excluding, converted shall be for that number of shares of Parent Common Stock determined by multiplying the avoidance number of doubt, any shares of the Company Common Stock subject to the unvested portion of such Finback Warrant that has been exercised immediately 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 Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price at a per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company the Unvested Finback Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. Immediately thereafter but prior to After the Effective Time, each Company Warrant issued and outstanding at such time (and excludingSettlement, for the avoidance all 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant shall no longer be outstanding and shall cease to which the Company shall withhold a number exist and each holder of Company Ordinary Shares issuable upon such exercise in order Warrants shall thereafter cease to satisfy the exercise price applicable have any rights with respect to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”securities except as set forth in this Section 2.1(a)(iii). 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. Immediately following As of the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, automatically and shall be canceled without any action on the part of any holder of such Company WarrantsWarrant 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 Ordinary Shares Common Stock or Company Series B-1 Preferred Stock, as applicable, that were are subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excludingWarrant, 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 multiplied by the Exchange Ratioamount by which (A) the portion (if any) of the Closing Merger Consideration allocable to one (1) share of Company Common Stock or Company Series B-1 Preferred Stock, which product shall be rounded to as applicable, as shown on the nearest whole number of sharesAllocation Schedule, and 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 shall be adjusted 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 an the number of shares of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, that are subject to such Company Warrant, multiplied by the amount by which (A) the portion of such Future Payment allocable to one (1) share of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, as shown on the Allocation Schedule exceeds (B) (to the extent not previously deducted) any portion of the exercise price determined by dividing the per share exercise price of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, subject to such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole centWarrant. Immediately thereafter but prior Prior to the Effective Time, each the Company shall take all actions necessary or desirable in connection with the treatment of Company Warrants contemplated by this Section 1.13(c). The Company shall use its reasonable best efforts to obtain prior to the Closing a Warrant Surrender Agreement signed by Connecticut Innovations, Incorporated. Any payments to be made to the holder of a Company Warrant issued and outstanding at such time (and excluding, for pursuant to this Agreement shall be deposited with the avoidance of doubt, any Company Warrant that has been exercised prior Paying Agent to such time be disbursed in accordance with its terms either for Company Shares or a cash payment in accordance with this Section 1.13(c) and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 effectAllocation Schedule.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Not less than seven (7) Business Days prior to the Effective TimeClosing, automatically and without any action on the part Company will provide written notice to all holders of any each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Class A Common Stock (each, a “Company Warrant”), which notice shall include such reasonable information as a holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such a Company Warrant immediately prior to may reasonably require regarding the Pre-Closing Recapitalization (and excluding, for the avoidance treatment of doubt, any a Company Warrant that has been exercised prior to such time in accordance connection with its terms either for Company Shares or a cash payment the Closing and which notice shall otherwise be provided in accordance with the terms thereofof each applicable Company Warrant agreement. If, upon receiving notice of the Closing of the Merger, the holder of a Company 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 consummation of the Merger and such exercise will be adjusted by multiplying such number governed by the Exchange Ratio, which product shall be rounded to terms of the nearest whole number of sharesapplicable Company Warrant agreement, and (2) at the exercise price per share of Effective Time, such Company Warrant shall be adjusted cancelled and, the holder thereof shall be entitled to an receive, as promptly as practicable (but no later than fifteen (15) calendar days) following the Effective Time, in consideration of the exercise price determined by dividing the per share exercise price and cancellation of such Company Warrant and in effect settlement therefor, in lieu of the Company Class A Common Stock immediately issuable upon exercise of the Company Warrant, that number of shares of Parent Common Stock equal to the Exchange Ratio multiplied by the number of shares of Company Class A Common Stock 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 Pre-Closing Recapitalization by consummation of the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to Merger and (B) at the Effective Time, 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 receive any Merger Consideration, without any payment of any consideration therefor. The Company agrees to take all necessary action to terminate each Company Warrant issued and outstanding at such time (and excluding, for as of 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares Effective Time in accordance with the terms of the agreements governing the Company Warrants 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”)agreement. No Company Warrant The provisions of this Section 2.6(b) shall survive not apply in respect of the Effective Time andwarrants issued to, as and outstanding in the name of, HCP-FVF, LLC, the treatment of immediately following which is governed by an agreement between HCP-FVF LLC and the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectCompany.

Company Warrants. Immediately following (a) Subject to the Pre-Closing Recapitalization but further provisions of this Section 2.18, at the Effective Time, Parent shall substitute equivalent warrants to purchase 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 Section 2.18(b) and (c), immediately after the Effective Time, each such Company Warrant Agreement shall be deemed to constitute a warrant to acquire (i) from Parent that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock which were subject to 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, (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 such holder had exercised such Company Warrants immediately prior to the Effective Time, automatically and without any action on the part regardless of any holder of whether such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has Warrants had 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 to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but exercisable prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for iii) in the avoidance event of doubt, any exercise of any Company Warrant that has been exercised prior to such time Warrants after the termination of the Share Price Trigger Period, from Parent in accordance with its terms either for Section 2.13(f), that number of Excess Closing Shares which such holder of Company Shares or a cash payment 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 the terms thereofSection 2.15(e)(iii) shall be automatically net-share exercised on a cashless basis into Company Ordinary that number of Excess Additional Shares in accordance with the terms which such holder of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon would have received if such exercise in order to satisfy the exercise price applicable to holder exercised such Company Warrants assuming a then price per share equal immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Value (Price Trigger Period. The exercise price for each share of Parent Common Stock and the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, proportional right to receive Additional Shares pursuant to each such Company Warrant Agreement shall be terminated and shall be equal to the aggregate exercise price of no further force or effectthe Company Warrants represented by the Company Warrant Agreement at the Effective Time divided by the number of shares of Parent Common Stock for which it is exercisable pursuant to clause (i) of this Section 2.18(a), rounded up to the nearest whole cent.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each outstanding Company Warrant, whether or not exercisable, will be assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Warrant immediately prior to the Effective Time, automatically and without any action on except that each Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the part product of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to issuable upon exercise of such Company Warrant immediately prior to the 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 Effective Time multiplied by the Option Exchange Ratio, which product shall be rounded to the nearest whole number of shares, shares of Parent Common Stock 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 share of Company Share at which such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect was exercisable immediately prior to the Pre-Closing Recapitalization Effective Time by the Option Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to As soon as reasonably practicable after the Effective Time, Parent will issue to each holder of an outstanding Company Warrant issued and outstanding at a notice describing the foregoing assumptions of such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior by Parent. Parent shall take all corporate actions necessary to such time in accordance with its terms either reserve for Company Shares or issuance a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms sufficient number of the agreements governing the shares of Parent Common Stock for delivery upon exercise of all Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise terms set forth 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 effectthis Section 5.15.

Company Warrants. Immediately following Following the Pre-Closing Recapitalization but date hereof, the Company shall use its commercially reasonable efforts to 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; provided, however, that at the Effective Time, each Company Warrant that remains outstanding and unexercised immediately prior to the Effective TimeTime shall become converted into and become a warrant exercisable to receive Parent Common Stock, automatically and without any action on the part of any holder of Parent shall assume each such Company WarrantsWarrant 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: (A) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Company Ordinary Shares Warrant assumed by Parent 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 such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time, by (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 thereof2) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded and rounding the resulting number up to the nearest whole number of shares, and shares of Parent Common Stock; (C) the per share exercise price per share for Parent Common Stock issuable upon exercise of such each Company Warrant assumed by Parent shall be adjusted to an exercise price determined by dividing the per share exercise price of Company Common Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Exchange Ratio, which quotient shall be rounded Ratio and rounding the resulting exercise price up to the 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 doubt, D) any restriction on any Company Warrant that has been exercised prior to such time assumed by Parent shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms and other provisions of the agreements governing the Company Warrants 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 effectotherwise remain unchanged.

Company Warrants. Immediately following Following the Pre-Closing Recapitalization but date hereof, the Company shall use its commercially reasonable efforts to 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; provided, however, that at the Effective Time, each Company Warrant that remains outstanding and unexercised immediately prior to the Effective TimeTime shall become converted into and become a warrant exercisable to receive Domesticated Acquiror Common Stock, automatically and without any action on the part of any holder of Acquiror shall assume each such Company WarrantsWarrant 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: (A) each Company Warrant assumed by Acquiror may be exercised solely for shares of Domesticated Acquiror Common Stock; (B) the number of shares of Domesticated Acquiror Common Stock subject to each Company Ordinary Shares Warrant assumed by Acquiror shall equal the 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 such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time, multiplied by (and excludingii) the Per Share Merger Consideration, for rounding 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 resulting number by the Exchange Ratio, which product shall be rounded down to the nearest whole number of sharesshares of Domesticated Acquiror Common Stock, and plus (2) (i) the number of shares of Company Common Stock issuable upon exercise price per share of the Company Warrant that were subject to such Company Warrant shall be adjusted immediately prior to an the Effective Time, multiplied by (ii) the Earnout Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Domesticated Acquiror Common Stock; (C) the per share exercise price determined for Domesticated Acquiror Common Stock issuable upon exercise of each Company Warrant assumed by dividing 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 Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, divided by the Exchange RatioPer Share Merger Consideration, which quotient shall be rounded rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but , 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, each Company Warrant issued divided by the Earnout Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and outstanding at such time (and excluding, for the avoidance of doubt, D) any restriction on any Company Warrant that has been exercised prior to such time assumed by Acquiror shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms and other provisions of the agreements governing the Company Warrants 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 effectotherwise remain unchanged.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each unexercised warrant to purchase shares of Company Common Stock (the "Company Warrants") 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 this Agreement will continue to have, and be subject to, the same terms and conditions set forth in such Company Warrants immediately prior to the Effective Time, automatically and without any action on the part of any holder of except that such Company Warrants, Warrants shall be exercisable for that number of "Parent Units" (as defined below) that is equal to the number of shares of Company Ordinary Shares Common Stock that were subject 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 Pre-Closing Recapitalization Effective Time. From and after the Effective Time, unless 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 required under the terms of the assumed Company Warrants, it will execute a supplemental agreement with the holders of Company Warrants to effectuate the foregoing. Parent shall (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised x) on or prior to such time in accordance with its terms either the Effective Time, reserve for issuance the number of shares of Parent Common Stock that will become subject to the assumed Company Shares or a cash payment Warrants (including, without limitation, the shares of Parent Common Stock issuable upon the exercise of Warrants subject to the assumed Company Warrants) pursuant to this Section 1.8 and (y) from and after the Effective Time, upon exercise of the assumed Company Warrants in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number make available for issuance all shares of shares, Parent Common Stock and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 effectcovered thereby.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically (x) the Company shall cause each Company Warrant (other than the Finback Warrant) that is issued and outstanding immediately prior to the Effective Time to 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, the “Unvested Finback Warrant”) shall be automatically, without any action on the part of any holder 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 WarrantsWarrant (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 number of Company Ordinary Shares that were subject same terms and conditions as applied to such Company the Finback Warrant immediately prior to the Pre-Closing Recapitalization (Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and excluding, converted shall be for that number of shares of Parent Common Stock determined by multiplying the avoidance number of doubt, any shares of the Company Common Stock subject to the unvested portion of such Finback Warrant that has been exercised immediately 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 Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price at a per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company the Unvested Finback Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. Immediately thereafter but prior to After the Effective Time, each Company Warrant issued and outstanding at such time (and excludingSettlement, for the avoidance all 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant shall no longer be outstanding and shall cease to which the Company shall withhold a number exist and each holder of Company Ordinary Shares issuable upon such exercise in order Warrants shall thereafter cease to satisfy the exercise price applicable have any rights with respect to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”securities except as set forth in this Section 2.1(a)(iii). 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. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to At the Effective Time, each Company Warrant issued that is outstanding and outstanding at unexercised immediately prior to the Effective Time, 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: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such time Company Warrant, as in effect immediately prior to the Effective Time by (y) the Exchange Ratio and excluding, rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the avoidance Parent Common Stock issuable upon exercise of doubteach 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 has been exercised prior to the extent provided under the terms of a Company Warrant, such time Company Warrant assumed by Parent in accordance with this Section 5.30(a) will, in accordance with its terms either for Company Shares terms, be subject to further adjustment as appropriate to reflect any stock split, division or a cash payment in accordance subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant respect 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 Parent Common Stock subsequent 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 effectTime.

Company Warrants. Immediately following (a) At the Pre-Closing Recapitalization but Effective Time, each warrant to purchase 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 after the Effective Time, (a) each Company Common Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Company Common Warrant shall be equal to the number of shares of Company Common Stock that were subject to such Company Common Warrant immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock (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, automatically by the Applicable Fraction, and without any action rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the part exercise of any holder 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 WarrantsCommon Warrant shall otherwise remain unchanged; provided, the number of however, that each such assumed Company Ordinary Shares that were subject to such Company Common Warrant immediately prior to the Pre-Closing Recapitalization (and excludingshall, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for 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 Shares or 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 cash payment in accordance with written notice setting forth (i) the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of sharesshares of Parent Common Stock subject to such assumed Company Common Warrant, and (ii) the exercise price per share of such Company Warrant shall be adjusted to an Parent Common Stock issuable upon exercise price determined by dividing the per share exercise price of such assumed Company Warrant in effect immediately prior Common Warrant. Notwithstanding the foregoing, Parent shall not be required to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 doubt, assume any Company Common Warrant that has been exercised prior to such time in accordance with which by 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 Ordinary Shares in accordance with the terms has terminated as of the agreements governing the Company Warrants 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 effectMerger.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior Pursuant to the Effective TimeCompany Amalgamation, automatically and without any action on at the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Amalgamation Effective Time, each Company Warrant issued that remains outstanding and outstanding at such time unexercised immediately prior to the Company Amalgamation Effective Time (and excluding, for the avoidance of doubt, any Company Warrant that has been which is not automatically and fully exercised prior to such time in accordance with its terms either for prior to the Company Shares or a cash payment in accordance with the terms thereofAmalgamation Effective Time) shall automatically be automatically net-share exercised on converted into a cashless basis into warrant to purchase Pubco Common Shares (each, a “Pubco Assumed Company Ordinary Shares Warrant”) determined in accordance with the terms of the agreements governing Company Warrant Agreement and the Company Warrants pursuant Supplemental Indenture, and the holder thereof shall cease to which have any other rights in and to the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable with respect to such Company Warrants assuming a then price per share equal 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 to the corresponding former Company Warrant immediately prior to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Amalgamation Effective Time and, as of immediately following in accordance with the Company Warrant ExerciseAgreement and the Company Supplemental Indenture, except that (A) each such Pubco Assumed Company Warrant shall be terminated 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, and (B) the per share exercise price for each Pubco Common Share issuable upon exercise of the Pubco Assumed Company Warrant shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per Company Common Share of no further force or effectsuch corresponding Company Warrant immediately prior to the Company Amalgamation Effective Time by (2) the 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. Immediately following the Pre-Closing Recapitalization but prior to At the Effective Time, automatically by virtue of the Merger and without any further action on the part of any Buyer, Merger Sub, or Company, each Company Warrant that is outstanding immediately prior to the Effective Time shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each holder thereof shall be entitled to receive, in consideration of the cancellation of such Company WarrantsWarrant and in settlement therefor, a payment in cash (subject to the terms of this Agreement, 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 Ordinary Shares that were Preferred Stock subject to such Company Warrant immediately prior to the 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 to the nearest whole number of sharesWarrant, 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 shall be adjusted to an exercise price determined by dividing (such amounts payable hereunder, the per share exercise price “Warrant Payments”), without interest thereon and less any applicable withholdings and payable in accordance with the Allocation Certificate and the terms of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole centthis Agreement. Immediately thereafter but prior to From and after the Effective Time, each any such cancelled Company Warrant issued and outstanding at shall no longer be exercisable by the former holder thereof, but shall only entitle such time (and excluding, for holder to the avoidance payment of doubt, any the Warrant Payment. No holder of a 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such an exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share of Company Preferred Stock that is equal to or greater than the Preferred Stock Per Share Merger Consideration shall be entitled to any payment with respect to such cancelled Company Warrant before, on, or after the Effective Time. Each Principal Holder acknowledges and agrees to this Section 2.4, and in particular each Principal Holder holding a Company Warrant (a) acknowledges that the right to receive a Warrant Payment pursuant to this Section 2.4 shall constitute full satisfaction of Company’s obligations under the Company Share Value Warrant, (b) waives the “right to receive any notice in connection with the Merger or this Agreement under such Company Warrant Exercise”). No Company Warrant shall survive Warrant, including section 3.2, section 3.4 and section 6 thereof and (c) agrees that from and after the Effective Time andTime, 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. Immediately following (i) Neither Purchaser nor any of its Affiliates shall assume or otherwise replace a Company Warrant in connection with the Pre-Closing Recapitalization but prior Acquisition or the other Transactions. Upon the terms and subject to the Effective Timeconditions set forth in this Agreement, automatically 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 any holder of such Company WarrantsPurchaser, the number Company, or the holders of Company Ordinary Shares that were subject to Warrants (each such Company Warrant holder as of immediately prior to the Pre-Closing Recapitalization (and excludingClosing, for the avoidance of doubta “Company Warrantholder”), any each Company Warrant that has been exercised is outstanding immediately 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 Closing Date shall be rounded cancelled, extinguished and shall cease to exist. In exchange for the nearest whole number cancellation and extinguishment of sharesthe Company Warrants pursuant to this Section 1.2(c)(i), and each person who, at the exercise price per share of such Closing Date, was holding a Company Warrant shall be adjusted to receive an exercise price determined by dividing amount in cash (without interest) equal to, in respect of 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 and (y) the number of shares of Company Ordinary Shares into which such Company Ordinary Shares Warrant is convertible pursuant to the terms of its governing documents, in effect each case as of immediately prior to the PreClosing Date (“Warrant Consideration”). Company Ordinary Shares Warrants with a per share exercise price greater than or equal to the Per Ordinary Share Consideration (“Out-Closing Recapitalization 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 Exchange Ratio, which quotient amount of cash to be paid to each such holder of Company Warrants shall be rounded down to the 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 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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. Immediately following At the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is unexpired, unexercised and outstanding immediately prior to the Effective TimeTime shall, automatically and without any action on the part of any holder of such Company Warrantsterms and subject to the conditions set forth in this Agreement, be cancelled and extinguished and automatically converted into, subject to and in accordance with Section 1.9, the number right to receive, for each share of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Common Stock (and excludingwhich, for the avoidance of doubt, any includes each share of Company Common Stock deemed to have been issued upon conversion of all shares of Company Capital Stock upon the exercise or contingent exercise of such Company Warrant that has been exercised prior to the Closing) subject to such time in accordance with its terms either for Company Shares or a cash payment in accordance with 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 thereofand 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) will be adjusted pursuant to the indemnification obligations of the Effective Time Holders under Article 8), (C) 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 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 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 multiplying such number by Company Warrantholder as of immediately prior to the Exchange Ratio, which product Effective Time shall be rounded to the nearest whole number of shares, cent and the exercise price per share of computed after aggregating cash amounts for all Company Warrants held by such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 effectWarrantholder.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but 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 the right to purchase shares of Company Preferred Stock and shall be assigned to and assumed by SPAC, and converted into or exchanged for, as applicable, a warrant to purchase shares of Class A Common Stock (each, a “Rollover Warrant”) in an amount, at an exercise price and subject to such terms and conditions determined as set forth below. Each Rollover Warrant shall (i) be exercisable for, and represent the right to purchase, a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Company Preferred Stock subject to the corresponding Warrant immediately prior to the Effective Time, automatically and without any action on multiplied by (B) the part of any holder Aggregate Liquidation Preference of such Company Warrants, the number underlying share of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 to the nearest whole number of sharesPreferred Stock, and the divided by (C) $10.00, and (ii) have an exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be Class A Common Stock (rounded up to the nearest whole cent. Immediately thereafter but ) subject to such Rollover Warrant equal to (A) the current aggregate exercise price of such Warrant (the current exercise price per share of Company Preferred Stock applicable to the corresponding Warrant immediately prior to the Effective Time, each multiplied by the number of shares of Company Warrant issued Preferred Stock issuable upon exercise thereof), divided by (B) the number of shares of Class A Common Stock issuable upon exercise thereof. Unless otherwise agreed by the Company, SPAC and outstanding at such time (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 thereofholder(s) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 ExerciseWarrants, each such Company Rollover Warrant shall be terminated subject to the same terms and shall be conditions that applied to the corresponding Warrant immediately prior to the Effective Time, except for terms rendered inoperative by reason of no further force the transactions contemplated by this Agreement or effectthe Ancillary Documents or for such other immaterial administrative or ministerial changes as the Company may determine in good faith are necessary to effectuate the administration of the Rollover Warrants.

Company Warrants. Immediately following Unless the Pre-Closing Recapitalization but Buyer and the Company agree otherwise, the Company shall request that all holders of the Company Warrants exercise the Company Warrants prior to the Effective Closing Time. As of the effective time of a Post-Closing Reorganization satisfying the applicable provisions covering mergers, automatically and without any action on consolidations and/or other similar transactions of the part of any holder of such Company Warrants, if any, each remaining outstanding Company Warrant shall cease to represent a right to acquire Company Shares and shall be converted automatically into a warrant to purchase either shares of Buyer Common Stock based on the number Fixed Offer Price or, to the extent the holder thereof makes an effective written election prior to the Closing Time, shares of Company Ordinary Shares that were Buyer Common Stock and CVRs based on the Contingent Offer Price (collectively, the "NEW BUYER WARRANTS") in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Warrant immediately prior to so substituted by the Pre-Closing Recapitalization (Buyer shall be subject to, and excludingexercisable upon, for the avoidance of doubt, any same terms and conditions as under the applicable Company Warrant and the applicable warrant agreement related thereto, except that has been exercised prior to such time in accordance with its terms either for (i) each substituted 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 Warrant shall be exercisable for, and represent the right to acquire, either (I) that number of shares of the Buyer Common Stock (rounded to the nearest whole share) equal to (A) the number of shares, and the exercise price per share of such Company Warrant shall be adjusted Shares subject to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Time multiplied by (B) the Exchange Ratio, which quotient 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 Fixed Offer Price (rounded up to the nearest whole cent. Immediately thereafter but ) 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 Effective Closing Time, each such unit comprised of that number of shares of Buyer Common Stock and CVRs equal to the Contingent Offer Price and (ii) the exercise price per such unit subject to such substituted Company Warrant issued and outstanding at shall be an amount equal to the exercise price per Company Share subject to such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised in effect immediately prior to such time in accordance with its terms either for Company Shares the Closing Time. If and to the extent necessary or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with required by the terms of the agreements governing the Company Warrants or pursuant to which the terms of any warrant agreement related thereto, each of the Buyer and the Company shall withhold a number request the consent of each holder of outstanding Company Ordinary Shares issuable upon such exercise in order Warrants to satisfy the exercise price applicable to foregoing treatment of such Company Warrants assuming a then price per share equal Warrants. The Company will provide any notice to warrantholders required under the Company Share Value (the “terms of each Company Warrant Exercise”). No Company Warrant shall survive in connection with 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 effectOffer.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to At the Effective Time, each Company Warrant issued that is outstanding and outstanding at unexercised immediately prior to the Effective Time, 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: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such time Company Warrant, as in effect immediately prior to the Effective Time by (y) the Exchange Ratio and excluding, rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the avoidance Parent Common Stock issuable upon exercise of doubteach 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 has been exercised prior to the extent provided under the terms of a Company Warrant, such time Company Warrant assumed by Parent in accordance with this Section 5.17(a) will, in accordance with its terms either for Company Shares terms, be subject to further adjustment as appropriate to reflect any stock split, division or a cash payment in accordance subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant respect 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 Parent Common Stock subsequent 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 effectTime.

Company Warrants. Immediately following (a) At the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, automatically shall be converted into and without any action on the part of any holder of become a warrant to purchase Parent Common Stock, and Parent shall assume such Company WarrantsWarrant 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: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying the number of shares of Company Preferred Stock that were subject to such Company Warrant immediately prior to the 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 Effective Time by the Exchange Ratio, which product shall be rounded and rounding the resulting number down to the nearest whole number of shares, and shares of Parent Common Stock; (iii) the per share exercise price per share for the Parent Common Stock issuable upon exercise of such each Company Warrant assumed by Parent shall be adjusted to an exercise price determined by dividing the per share exercise price of Company Preferred Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Exchange Ratio, which quotient shall be rounded and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to ; and (iv) any restriction on the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance exercise of doubt, any Company Warrant that has been exercised prior to such time assumed by Parent shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms term, exercisability, vesting schedule and other provisions of the agreements governing the Company Warrants 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 otherwise remain unchanged as a result of the assumption of such Company Warrant; provided, however, that the board of directors of Parent or a committee thereof shall succeed to the authority and shall be responsibility of no further force the board of directors of the Company or effectany committee thereof with respect to each Company Warrant assumed by Parent.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time 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, automatically shall be converted into and without any action on the part of any holder of become a warrant to purchase Parent Shares and Parent shall assume each such Company WarrantsWarrant in accordance with its terms. All rights with respect to Company Common Stock under Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Shares. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Parent may be exercised solely for Parent Shares; (ii) the number of Parent Shares subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying (1) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time by (2) the Common Exchange Ratio and excluding, for rounding 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 resulting number by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing Parent Shares; (iii) the per share exercise price 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 Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Common Exchange Ratio, which quotient shall be rounded Ratio and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each ; and (iv) any restriction on any Company Warrant issued assumed by Parent shall continue in full force and outstanding at effect and the term and other provisions of such time (and excluding, for Company Warrant shall otherwise remain unchanged. For the avoidance of doubt, any if the ability to exercise a Company Warrant that has been exercised prior to such time in accordance with terminates or expires by 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 Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 at the Effective Time andTime, as of immediately following the Company Warrant Exercise, each such Company Warrant shall (i) will terminate and expire, (ii) not convert into and become a warrant to purchase Parent Shares and (iii) not be terminated and shall be of no further force or effectassumed by Parent.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to (i) Each Company Warrant shall terminate as of the Effective Time, automatically and without any action on and, following the part 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 Capital Stock (each, a “Company Warrant”) 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 WarrantsWarrant of an amount in cash and Acquirer Parent Common Shares in respect thereof equal to the amount, if any, by which (1) the number aggregate Per Share Merger Consideration would be issuable or payable in accordance with Section ‎1.2‎(a) in respect of the Company Ordinary Shares that were subject to issuable upon exercise of such Company Warrant immediately had such Company Warrant been exercised in full prior to the PreClosing 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, 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 quotient obtained by dividing (A) the Stock Consideration Percentage of the Warrant Cancellation Payment by (B) the Acquirer Parent Share Price, and (iii) the right to receive, with respect to each In-Closing Recapitalization (and excluding, for the avoidance of doubtthe-Money Warrant, any Company Warrant cash disbursements that has been exercised prior may become payable in the future with respect to such time in accordance with its terms either for Company Shares holder’s shares from the Indemnity Escrow Amount, the Adjustment Escrow Amount and the Expense Fund, or a cash payment the Acquirer pursuant to Section ‎1.11(d)(ii), in accordance with the terms thereof) will be adjusted by multiplying of this Agreement and the Escrow Agreement. The amount of cash that each holder of Company Warrant holding a Company Warrant is entitled to receive for such number by the Exchange Ratio, which product Company Warrant shall be rounded to the nearest whole number of shares, cent and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, computed after aggregating cash amounts for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for all Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 held by such Company Warrant shall be terminated and shall be of no further force or effectholder.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 thereofa) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to At the Effective Time, each Company Warrant issued that is outstanding and outstanding at unexercised immediately prior to the Effective Time, 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: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such time 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 excludingrounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent will be determined by dividing (x) the per share exercise price of Company Common Stock subject to such Company Warrant, for 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 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 Common Stock subsequent to the Effective Time. For the avoidance of doubt, any Company Warrant that has been exercised prior to no such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) adjustment shall be automatically netmade in respect of any Post-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants 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 effectClosing Financing.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each outstanding warrant to purchase shares of Company Common Stock (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") shall continue to have, and be subject to, the same terms and conditions set forth in the applicable warrant immediately prior to the Effective TimeTime (including, automatically and without limitation, any action on repurchase rights), except that (i) each Assumed Warrant shall be exercisable (or shall become exercisable in accordance with its terms) for (A) that number of shares of Parent Common Stock equal to the part product of any holder of such Company Warrants, the number of shares of Company Ordinary Shares Common Stock that were subject to issuable upon exercise of such Company Assumed Warrant immediately prior to the 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 Effective Time multiplied by the Exchange Ratio, which product shall be rounded down to the nearest whole number of sharesshares of Parent Common Stock 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 Company Assumed Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect was exercisable immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be 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. Immediately thereafter but 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 such holder of such Assumed Warrant would have been entitled to receive pursuant to clauses (B)(I) and/or (B)(II) above, as the case may be, if the portion of such Assumed Warrant that was exercised prior to the 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 Company holder of an outstanding Assumed Warrant issued and outstanding at a notice describing the foregoing assumption of such time (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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Assumed Warrants 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 effectby Parent.

Company Warrants. Immediately following Unless the Pre-Closing Recapitalization but Buyer and the Company agree otherwise, the Company shall request that all holders of the Company Warrants exercise the Company Warrants prior to the Effective Closing Time. As of the effective time of a Post-Closing Reorganization satisfying the applicable provisions covering mergers, automatically and without any action on consolidations and/or other similar transactions of the part of any holder of such Company Warrants, if any, each remaining outstanding Company Warrant shall cease to represent 38 a right to acquire Company Shares and shall be converted automatically into a warrant to purchase either shares of Buyer Common Stock based on the number Fixed Offer Price or, to the extent the holder thereof makes an effective written election prior to the Closing Time, shares of Company Ordinary Shares that were Buyer Stock and CVRs based on the Contingent Offer Price (collectively, the "NEW BUYER WARRANTS") in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Warrant immediately prior to so substituted by the Pre-Closing Recapitalization (Buyer shall be subject to, and excludingexercisable upon, for the avoidance of doubt, any same terms and conditions as under the applicable Company Warrant and the applicable warrant agreement related thereto, except that has been exercised prior to such time in accordance with its terms either for (i) each substituted 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 Warrant shall be exercisable for, and represent the right to acquire, either (I) that number of shares of the Buyer Common Stock (rounded to the nearest whole share) equal to (A) the number of shares, and the exercise price per share of such Company Warrant shall be adjusted Shares subject to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Time multiplied by (B) the Exchange Ratio, which quotient 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 Fixed Offer Price (rounded up to the nearest whole cent. Immediately thereafter but ) 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 Effective Closing Time, each such unit comprised of that number of shares of Buyer Common Stock equal to the Contingent Offer Price and (ii) the exercise price per such unit subject to such substituted Company Warrant issued and outstanding at shall be an amount equal to the exercise price per Company Share subject to such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised in effect immediately prior to such time in accordance with its terms either for Company Shares the Closing Time. If and to the extent necessary or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with required by the terms of the agreements governing the Company Warrants or pursuant to which the terms of any warrant agreement related thereto, each of the Buyer and the Company shall withhold a number request the consent of each holder of outstanding Company Ordinary Shares issuable upon such exercise in order Warrants to satisfy the exercise price applicable to foregoing treatment of such Company Warrants assuming a then price per share equal Warrants. The Company will provide any notice to warrantholders required under the Company Share Value (the “terms of each Company Warrant Exercise”). No Company Warrant shall survive in connection with 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 effectOffer.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to after the Effective Time, automatically and without any action on the part each outstanding Company Warrant will, subject to Company’s receipt of any holder required consent of the holders of such Company Warrants, be cancelled by the Surviving Corporation, and each holder of a cancelled Company Warrant will be entitled to 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 Ordinary Shares that were previously subject to issuance on exercise of such Company Warrant immediately prior to and (y) the Pre-excess, if any, of the Closing Recapitalization (and excluding, for the avoidance of doubt, any Consideration Per 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 to the nearest whole number of shares, and Share over the exercise price per share Company Share previously subject to issuance on exercise of such Company Warrant shall (the “Warrant Merger Closing Consideration”), and (B) from Buyer, any Additional Consideration Per Company Share in respect of the Company Shares previously subject to issuance on exercise of such Company Warrant, which will be adjusted 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 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 price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to and any Additional Consideration Per Company Share that will become payable under the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the 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 Earnout Agreement after date 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) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms exercise of the agreements governing the Company Warrants 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 effectWarrant.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the 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 thereofa) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to At the Effective Time, each Company Warrant issued that is outstanding and outstanding at unexercised immediately prior to the Effective Time, 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: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such time Company Warrant, as in effect immediately prior to the Effective Time by (y) the Exchange Ratio and excluding, rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the avoidance Parent Common Stock issuable upon exercise of doubteach 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 has been exercised prior to the extent provided under the terms of a Company Warrant, such time Company Warrant assumed by Parent in accordance with this Section 5.16(a) will, in accordance with its terms either for Company Shares terms, be subject to further adjustment as appropriate to reflect any stock split, division or a cash payment in accordance subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant respect 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 Parent Common Stock subsequent 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 effectTime.

Company Warrants. Immediately following the Pre-Closing Recapitalization but The Company shall cause all Company Warrants that are outstanding and unexercised as of immediately prior to the Effective Time 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, automatically in a form mutually agreed upon by Parent and without any action the Company, the Company Warrantholder thereof shall have the right to 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 part quotient of any holder 650,000 shares of such Parent Preferred Stock and the total number of shares of Company WarrantsCommon Stock underlying the Company Warrant), (ii) a pro rata number of shares of Parent Common Stock (determined based on the quotient of 11,500,000 shares of Parent Common Stock (reduced by the number of shares of Parent Common Stock issuable in respect of the shares of Company Ordinary Shares that were subject Common Stock pursuant to such Section 1.10(a(iii)(2)) and the total number of shares of Company Warrant immediately prior 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 Preaggregate Option Consideration pursuant to Section 1.11, each in accordance with the Payout Spreadsheet, plus (B) an allocable portion of any Post-Closing Recapitalization (and excluding, for Merger Consideration. 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 after the terms thereof) will be adjusted by multiplying such number by the Exchange RatioEffective Time, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such no Company Warrant shall be adjusted to an exercise price determined exercisable by dividing the per share exercise price of any Company Warrantholder for, otherwise entitle such Company Warrant in effect immediately prior Warrantholder to receive, shares of Company Stock (or any other equity security or other consideration), but shall only entitle such Company Warrantholder to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole centconsideration (if any) described in this Section 1.12. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time The aggregate amount paid or payable 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 Ordinary Shares in accordance with the terms respect of the agreements governing cancellation of the Company Warrants pursuant as set forth in this Section 1.12 is referred to which herein as the “Warrant Consideration.” Parent will deliver to each Company shall withhold Warrantholder a number stock certificate representing the shares of Company Ordinary Shares Parent Preferred Stock issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal Warrantholder. The shares of Parent Common Stock issuable to the each 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 Warrantholder will be terminated and shall be of no further force or effectin uncertificated book-entry form.