Common use of Conversion of Company Equity Securities Clause in Contracts

Conversion of Company Equity Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company or Parent: (i) any shares of Company Capital Stock held as treasury stock immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Section 2.5(c), each share of Company Capital Stock (including any shares of Company Capital Stock issued pursuant to any Company Pre-Closing Financing) outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 2.5(a)(i) and excluding Dissenting Shares) shall be converted solely into the right to receive either, in accordance with the election of a stockholder in such stockholder’s Letter of Transmittal (as defined below), (A) a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Merger Consideration”) or (B) a warrant entitling the holder thereof to purchase shares of Parent Common Stock (each, a “Parent Pre-Funded Warrant”) and providing that such Parent Pre-Funded Warrant shall be exercisable for the Merger Consideration; provided, that (i) any stockholder will be automatically considered to have elected to receive Parent Pre-Funded Warrants to the extent necessary to prevent such stockholder from beneficially owning more than 9.99% of the outstanding shares of Parent Common Stock following the consummation of the Merger and (ii) other than as provided in the foregoing clause (i), if any stockholder shall fail to make any such election, such stockholder shall be deemed to have so elected to receive shares of Parent Common Stock; and (iii) each Company Pre-Funded Warrant issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for a Parent Pre-Funded Warrant that complies with and satisfies the applicable terms and conditions of the applicable warrant agreement between the Company and the holder of the Company Pre-Funded Warrant and providing that such Parent Pre-Funded Warrant shall be exercisable for a number of shares of Parent Common Stock equal to the product of (A) the number of shares of Company Common Stock that would have been issuable upon exercise of the Company Pre-Funded Warrant and (B) the Exchange Ratio, and such Parent Pre-Funded Warrant shall have an exercise price per share equal to: (x) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Pre-Funded Warrant, divided by (y) the Exchange Ratio. (b) If any shares of Company Capital Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Capital Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Common Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall receive from Parent, in lieu of such fractional share and upon surrender by such holder of such holder’s Letter of Transmittal in accordance with Section 2.8 and any accompanying documents as required therein: (i) one share of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50, with no cash being paid for any fractional share eliminated by such rounding. (d) All Company Options outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(a). All Company Restricted Stock Units outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(b). (e) Each share of common stock, $0.0001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Surviving Corporation. Each book entry share of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation. (f) If, between the date of this Agreement and the Effective Time, the outstanding Company Capital Stock or Parent Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken into account in calculating the Exchange Ratio), combination or exchange of shares or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital Stock, Company Options, Company Restricted Stock Units and Parent Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit the Company or Parent to take any action with respect to Company Capital Stock or Parent Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

Conversion of Company Equity Securities. (a) At the Effective TimeTime (after giving effect to the Company SAFEs Conversion and the Company Preferred Stock Conversion), by virtue of the Merger and without any further action on the part of ParentAspen, Merger Sub, the Company or any stockholder of the Company or ParentAspen: (i) any shares of Company Capital Stock held as treasury stock immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;; and (ii) subject to Section 2.5(c), each share of Company Capital Stock (including any shares of Company Capital Stock issued pursuant to any Company Pre-Closing Financing) outstanding immediately prior to the Effective Time (excluding (a) shares to be canceled pursuant to Section 2.5(a)(i), and (b) and excluding Dissenting Shares, but, for the avoidance of doubt, including (A) Concurrent Investment Company Shares and (B) shares of Company Common Stock issued in respect of the Company Preferred Stock Conversion) shall be converted solely into the right to receive either, in accordance with the election of a stockholder in such stockholder’s Letter of Transmittal (as defined below), (A) a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Merger Consideration”) or (B) a warrant entitling the holder thereof to purchase shares of Parent Common Stock (each, a “Parent Pre-Funded Warrant”) and providing that such Parent Pre-Funded Warrant shall be exercisable for the Merger Consideration; provided, that (i) any stockholder will be automatically considered to have elected to receive Parent Pre-Funded Warrants to the extent necessary to prevent such stockholder from beneficially owning more than 9.99% of the outstanding shares of Parent Common Stock following the consummation of the Merger and (ii) other than as provided in the foregoing clause (i), if any stockholder shall fail to make any such election, such stockholder shall be deemed to have so elected to receive shares of Parent Common Stock; and (iii) each Company Pre-Funded Warrant issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for a Parent Pre-Funded Warrant that complies with and satisfies the applicable terms and conditions of the applicable warrant agreement between the Company and the holder of the Company Pre-Funded Warrant and providing that such Parent Pre-Funded Warrant shall be exercisable for a number of shares of Parent Aspen Common Stock equal to the product of (A) the number of shares of Company Common Stock that would have been issuable upon exercise of the Company Pre-Funded Warrant and (Bx) the Exchange Ratio, and such Parent Pre-Funded Warrant shall have an exercise price per share equal to: (x) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Pre-Funded Warrant, divided Ratio multiplied by (y) such share of Company Capital Stock (the Exchange Ratio“Merger Consideration”). (b) If there are any shares of Company Capital Restricted Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the CompanyTime, then the shares of Parent Aspen Common Stock issued in exchange for such shares of Company Capital Restricted Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Aspen Common Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent Aspen is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. (c) No fractional shares of Parent Aspen Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock (including Concurrent Investors) who would otherwise be entitled to receive a fraction of a share of Parent Aspen Common Stock (after aggregating all fractional shares of Parent Aspen Common Stock issuable to such holder) shall receive from ParentAspen, in lieu of such fractional share and upon surrender by such holder of such holder’s Letter a letter of Transmittal transmittal in accordance with Section 2.8 and any accompanying documents as required therein: (i) one share of Parent Aspen Common Stock if the aggregate amount of fractional shares of Parent Aspen Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Aspen Common Stock if the aggregate amount of fractional shares of Parent Aspen Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50, with no cash being paid for any fractional share eliminated by such rounding. (d) All Company Options outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(a). All Company Restricted Stock Units outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(b). (e) Each share of common stock, $0.0001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Surviving Corporation. Each book entry share of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation. (f) If, between the date of this Agreement and the Effective Time, the outstanding Company Capital Stock or Parent Aspen Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken into account in calculating the Exchange Ratio), combination or exchange of shares or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital Stock, Company Options, Company Restricted Stock Units and Parent Aspen Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit the Company or Parent Aspen to take any action with respect to Company Capital Stock or Parent Aspen Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement. (g) All Company SAFEs shall be converted, at the same price per share at which the Concurrent Investment Company Shares are sold pursuant to the Subscription Agreement (which shall be the Public Offering/Conversion Price as defined in the Company SAFEs), into Company Common Stock as of immediately following the Company Preferred Stock Conversion and immediately prior to the Subscription Agreement Concurrent Investment and at the Specified Time in accordance with, and otherwise pursuant to the terms and conditions of, the Company SAFEs (the “Company SAFEs Conversion”). All of the Company SAFEs so converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company SAFEs shall thereafter cease to have any rights with respect to Company SAFEs. Following the Company SAFEs Conversion, at the Effective Time and by virtue of the Merger, all shares of Company Common Stock issued in the Company SAFEs Conversion shall be canceled and converted into the right to receive Aspen Common Stock pursuant to this Section 2.5. (h) All Company Preferred Stock shall be converted into Company Common Stock as of immediately prior to Company SAFEs Conversion (which Company SAFEs Conversion shall occur immediately prior to the Subscription Agreement Concurrent Investment) and at the Specified Time in accordance with, and pursuant to the terms and conditions of, the Organizational Documents of the Company (the “Company Preferred Stock Conversion”). All of the Company Preferred Stock so converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to Company Preferred Stock. Following the Company Preferred Stock Conversion, at the Effective Time and by virtue of the Merger, all shares of Company Common Stock issued in the Company Preferred Stock Conversion shall be canceled and converted into the right to receive Aspen Common Stock pursuant to this Section 2.5.

Conversion of Company Equity Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentFresh Vine, Merger Sub, the Company or any stockholder shareholder of the Company or ParentFresh Vine: (i) any shares of Company Capital Stock Common Shares held as treasury stock or held or owned by Fresh Vine, Merger Sub, the Company or any Subsidiary of the Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) subject to Section 2.5(c2.5(b), each share of Company Capital Stock (including any shares of Company Capital Stock issued pursuant to any Company Pre-Closing Financing) Common Share outstanding immediately prior to the Effective Time (excluding shares equity to be canceled pursuant to Section 2.5(a)(i) and excluding Dissenting SharesShares (as defined in Section 2.8)) shall be converted solely into the right to receive either, in accordance with the election of a stockholder in such stockholder’s Letter of Transmittal (as defined below), (A) a number of shares of Parent Fresh Vine Common Stock equal to the Exchange Ratio (collectively, the “Merger Consideration”) or (B) a warrant entitling the holder thereof to purchase shares of Parent Common Stock (each, a “Parent Pre-Funded Warrant”) and providing that such Parent Pre-Funded Warrant shall be exercisable for the Merger Consideration; provided, that (i) any stockholder will be automatically considered to have elected to receive Parent Pre-Funded Warrants to the extent necessary to prevent such stockholder from beneficially owning more than 9.99% of the outstanding shares of Parent Common Stock following the consummation of the Merger and (ii) other than as provided in the foregoing clause (i), if any stockholder shall fail to make any such election, such stockholder shall be deemed to have so elected to receive shares of Parent Common Stock; and; (iii) each any outstanding warrants exercisable to acquire Company Pre-Funded Warrant issued and outstanding Common Shares immediately prior to the Effective Time shall be converted into and become exchangeable exchanged (or otherwise amended) for a Parent Pre-Funded Warrant warrant exercisable (at an exercise price adjusted to reflect to the Exchange Ratio) to acquire that complies with and satisfies the applicable terms and conditions of the applicable warrant agreement between the Company and the holder of the Company Pre-Funded Warrant and providing that such Parent Pre-Funded Warrant shall be exercisable for a number of shares of Parent Fresh Vine Common Stock equal to the product of (A) the number of warrant shares of Company Common Stock that would have been issuable upon exercise of the Company Pre-Funded Warrant and (B) multiplied by the Exchange Ratio; and (iv) any outstanding promissory notes that may be converted into Company Common Shares immediately prior to the Effective Time shall be exchanged, or otherwise amended, for a promissory note providing that upon any conversion, shares of Fresh Vine Common Stock will be issued and such Parent Pre-Funded Warrant shall have an exercise price with the per share equal to: (x) the exercise conversion price per share of Company Common Stock otherwise purchasable pursuant adjusted to such Company Pre-Funded Warrant, divided by (y) reflect the Exchange Ratio. (b) If any shares of Company Capital Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Capital Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Common Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. (c) No fractional shares of Parent Fresh Vine Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any If any holder of options to acquire Company Capital Stock Common Shares or warrants exercisable to acquire Company Common Shares, as applicable, exercised such options or warrants in connection with the Merger, who would otherwise be have been entitled to receive a fraction of a share of Parent Fresh Vine Common Stock or warrant to exercisable to acquire a fractional share of Fresh Vine Common Stock (after aggregating all fractional taking into account the aggregate number of such Company Common Shares or warrants exercisable to acquire Company Common Shares held by such holder, as applicable), then the number of shares of Parent Fresh Vine Common Stock issuable in the Merger and the number of shares of Fresh Vine Common Stock issuable upon exercise of warrants exchanged (or otherwise amended) in the Merger, in each case to or for such holder) , shall receive from Parent, in lieu be rounded up to the nearest whole number of such fractional share and upon surrender by such holder of such holder’s Letter of Transmittal in accordance with Section 2.8 and any accompanying documents as required therein: (i) one share of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50shares, with no cash being paid for any fractional share eliminated by such rounding. (d) All Company Options outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(a). All Company Restricted Stock Units outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(b). (ec) Each share of common stock, $0.0001 0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 0.001 par value per share, of the Surviving Corporation. Each book entry share stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation. (fd) If, between the date of this Agreement and the Effective Time, the outstanding Company Capital Stock Common Shares or Parent Fresh Vine Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken into account in calculating the Exchange RatioCompany Merger Shares), combination or exchange of shares or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital Stock, Company Options, Company Restricted Stock Units Common Shares and Parent Fresh Vine Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit the Company or Parent Fresh Vine to take any action with respect to Company Capital Stock Common Shares or Parent Fresh Vine Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

Conversion of Company Equity Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentMEDS, Merger Sub, the Company or any stockholder equity holder of the Company or ParentMEDS: (i) any shares of Company Capital Stock Common Shares held as treasury stock immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;; and (ii) subject collectively, the Company’s shareholders shall be entitled to Section 2.5(c), each share an aggregate of Company Capital Stock (including any 173,463 shares of Company Capital Stock issued pursuant to any Company Pre-Closing FinancingMEDS stock, which is comprised of (i) outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 2.5(a)(i) and excluding Dissenting Shares) shall be converted solely into the right to receive either, in accordance with the election of a stockholder in such stockholder’s Letter of Transmittal (as defined below), (A) a number of 136,436 shares of Parent MEDS Common Stock, representing 19.99% of the total issued and outstanding MEDS Common Stock equal to the Exchange Ratio at Closing, and (ii) 37,027 shares issued as a new class of MEDS non-voting convertible preferred stock with a conversion ratio of 100 (the “Merger Consideration”) or (B) a warrant entitling the holder thereof to purchase shares of Parent Common Stock (each, a “Parent Pre-Funded Warrant”) and providing that such Parent Pre-Funded Warrant shall be exercisable for the Merger Consideration; provided, that (i) any stockholder will be automatically considered to have elected to receive Parent Pre-Funded Warrants to the extent necessary to prevent such stockholder from beneficially owning more than 9.99% of the outstanding shares of Parent Common Stock following the consummation of the Merger and (ii) other than as provided in the foregoing clause (i), if any stockholder shall fail to make any such election, such stockholder shall be deemed to have so elected to receive shares of Parent Common Stock; and (iii) each Company Pre-Funded Warrant issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for a Parent Pre-Funded Warrant that complies with and satisfies the applicable terms and conditions of the applicable warrant agreement between the Company and the holder of the Company Pre-Funded Warrant and providing that such Parent Pre-Funded Warrant shall be exercisable for a number of shares of Parent Common Stock equal to the product of (A) the number of shares of Company Common Stock that would have been issuable upon exercise of the Company Pre-Funded Warrant and (B) the Exchange Ratio, and such Parent Pre-Funded Warrant shall have an exercise price per share equal to: (x) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Pre-Funded Warrant, divided by (y) the Exchange Ratio. (b) If any shares of Company Capital Stock Common Shares outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the Company, then the shares of Parent MEDS Common Stock issued in exchange for such shares of Company Capital Stock Common Shares will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent MEDS Common Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent MEDS is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. (c) No fractional shares of Parent MEDS Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall receive from Parent, in lieu of such fractional share and upon surrender by such holder of such holder’s Letter of Transmittal in accordance with Section 2.8 and any accompanying documents as required therein: (i) one share of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Common Stock if the aggregate amount of fractional shares of Parent Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50, with no cash being paid for any fractional share eliminated by such rounding. (d) All Company MEDS Options outstanding immediately prior to the Effective Time under the Company Equity Plans (if any) shall be treated in accordance with Section 6.5(a). All Company Restricted Stock Units outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(b)6.3. (e) Each share of common stock, $0.0001 0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 0.01 par value per share, of the Surviving Corporation. Each book entry share stock certificate of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation. (f) If, between the date of this Agreement and the Effective Time, the outstanding Company Capital Stock Common Shares or Parent MEDS Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken into account in calculating the Exchange RatioCompany Merger Shares), combination or exchange of shares or other like change, the Exchange Ratio Company Merger Shares shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital Stock, Company Options, Company Restricted Stock Units Common Shares and Parent MEDS Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit the Company or Parent MEDS to take any action with respect to Company Capital Stock Common Shares or Parent MEDS Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

Conversion of Company Equity Securities. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentMagenta, Merger Sub, the Company or any stockholder of the Company or ParentMagenta: (i) any shares of Company Capital Stock held as treasury stock immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor;; and (ii) subject to Section 2.5(c), each share of Company Capital Stock (including any shares of Company Capital Stock issued pursuant to any Company Pre-Closing Financing) outstanding immediately prior to the Effective Time (excluding shares to be canceled pursuant to Section 2.5(a)(i) and excluding Dissenting Shares) shall be converted solely into the right to receive either, in accordance with the election of a stockholder in such stockholder’s Letter of Transmittal (as defined below), (A) a number of shares of Parent Magenta Common Stock equal to the Exchange Ratio (the “Merger Consideration”) or (B) a warrant entitling the holder thereof to purchase shares of Parent Common Stock (each, a “Parent Pre-Funded Warrant”) and providing that such Parent Pre-Funded Warrant shall be exercisable for the Merger Consideration; provided, that (i) any stockholder will be automatically considered to have elected to receive Parent Pre-Funded Warrants to the extent necessary to prevent such stockholder from beneficially owning more than 9.99% of the outstanding shares of Parent Common Stock following the consummation of the Merger and (ii) other than as provided in the foregoing clause (i), if any stockholder shall fail to make any such election, such stockholder shall be deemed to have so elected to receive shares of Parent Common Stock; and (iii) each Company Pre-Funded Warrant issued and outstanding immediately prior to the Effective Time shall be converted into and become exchangeable for a Parent Pre-Funded Warrant that complies with and satisfies the applicable terms and conditions of the applicable warrant agreement between the Company and the holder of the Company Pre-Funded Warrant and providing that such Parent Pre-Funded Warrant shall be exercisable for a number of shares of Parent Common Stock equal to the product of (A) the number of shares of Company Common Stock that would have been issuable upon exercise of the Company Pre-Funded Warrant and (B) the Exchange Ratio, and such Parent Pre-Funded Warrant shall have an exercise price per share equal to: (x) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Pre-Funded Warrant, divided by (y) the Exchange Ratio. (b) If any shares of Company Capital Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or a risk of forfeiture under any applicable restricted stock purchase agreement or other similar agreement with the Company, then the shares of Parent Magenta Common Stock issued in exchange for such shares of Company Capital Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Magenta Common Stock shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent Magenta is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. (c) No fractional shares of Parent Magenta Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Capital Stock who would otherwise be entitled to receive a fraction of a share of Parent Magenta Common Stock (after aggregating all fractional shares of Parent Magenta Common Stock issuable to such holder) shall receive from ParentMagenta, in lieu of such fractional share and upon surrender by such holder of such holder’s Letter a letter of Transmittal transmittal in accordance with Section 2.8 and any accompanying documents as required therein: (i) one share of Parent Magenta Common Stock if the aggregate amount of fractional shares of Parent Magenta Common Stock such holder of Company Capital Stock would otherwise be entitled to is equal to or exceeds 0.50; or (ii) no shares of Parent Magenta Common Stock if the aggregate amount of fractional shares of Parent Magenta Common Stock such holder of Company Capital Stock would otherwise be entitled to is less than 0.50, with no cash being paid for any fractional share eliminated by such rounding. (d) All Company Options outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(a). All Company Restricted Stock Units Warrants outstanding immediately prior to the Effective Time shall be treated in accordance with Section 6.5(b). (e) Each share of common stock, $0.0001 0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 0.001 par value per share, of the Surviving Corporation. Each book entry share of Merger Sub evidencing ownership of any such shares shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation. (f) If, between the date of this Agreement and the Effective Time, the outstanding Company Capital Stock or Parent Magenta Common Stock shall have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split (including the Nasdaq Reverse Split to the extent such split has not previously been taken into account in calculating the Exchange Ratio), combination or exchange of shares or other like change, the Exchange Ratio shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of Company Capital Stock, Company Options, Company Restricted Stock Units Warrants and Parent Magenta Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however, that nothing herein will be construed to permit the Company or Parent Magenta to take any action with respect to Company Capital Stock or Parent Magenta Common Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.