Common use of Effect on Company Capital Stock Clause in Contracts

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”) shall not automatically be payable by Parent at (A) the Effective Time, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this Agreement.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Company Stockholders, upon the terms and subject to the conditions of set forth in Section 2.3 and throughout this Agreement, including the provisions set forth in Article VIIIVIII hereof, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), receive upon the delivery due surrender of duly executed Exchange Documentation Documents in the manner set forth in Section 2.3(a2.3(b), (i) at the Closing, in accordance with Section 2.3, (A) if the holder thereof is an Accredited Stockholder, the Per Share Closing Cash Consideration and Per Share Closing Accredited Stock Consideration, or, if the holder thereof is an Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration (in each case, without interestinterest thereon), minus (iiB) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and Amount, minus (C) the Per Share Specific Indemnity Escrow Amount, minus (D) the Per Share Indemnity Escrow Amount, minus (E) the Per Share Expense Fund Amount, (ii) any disbursements of Escrow Cash, with respect to Unaccredited Stockholders, or Escrow Shares, with respect to Accredited Stockholders, required to be made from the Escrow Account with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in each case in accordance with Section 2.9 or 2.9(f) and/or Section 8.4, as applicable, (iii) the contingent right to receive any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, 2.9(e) and (iv) any cash disbursements required to be made from the contingent right to receive the Per Share Expense Fund AmountAccount with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 8.6(b8.6(c). Each share of Parent Class A Common Stock issuable in the Merger, (v) the right to receive the Per Share Contingent Amount or any other securities issued in respect of such share shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be book-entry security entitlements. For purposes of calculating the aggregate amount of cash consideration payable at any time to each Company Stockholder in respect of all of such Company Stockholder’s shares of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right Stock held pursuant to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration any particular certificate evidencing such shares pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”) shall not automatically be payable by Parent at (A) the Effective Time, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B1) or (C), as applicable, has occurred, if at all. Parent the consideration payable in its discretion may make respect of all shares of Company Capital Stock held by such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable Company Stockholder pursuant to this Section 2.1(a)(ii) any particular certificate evidencing such shares shall be subject aggregated and (2) the amount of cash to any required withholding of Taxes and be paid to each such Company Stockholder after such aggregation shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest rounded to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this Agreementnearest whole cent.

Effect on Company Capital Stock. (i) At the Effective TimeTime and following the Share Consolidation, by virtue of the Merger and and, except as provided herein, without any further action on the part of ParentAdherex US, Merger SubAdherex, the Company or the Company Stockholders, upon the terms following shall be deemed to have occurred: (a) Each share of Common Stock of the Company issued and conditions outstanding immediately prior to the Effective Time, other than shares of this AgreementCommon Stock to be cancelled pursuant to Section 1.6(b) hereof and any Dissenting Shares (as defined and to the extent provided for in Section 1.7 hereof), including shall automatically convert into and be exchangeable for: (i) such number of fully paid and non-assessable Common Shares (as defined in Section 3.3 hereof) equal to the provisions set forth product resulting from multiplying one (1) times the Exchange Ratio (such Common Shares, the “Merger Shares”), and (ii) a fully paid and non-assessable warrant, in Article VIIIthe form attached hereto as Exhibit “B,” to purchase the number of Common Shares equal to the product resulting from multiplying one (1) times the Warrant Exchange Ratio at a price equal to the Warrant Purchase Price (each, a “Merger Warrant” and, together with the Merger Shares, the “Merger Securities”); (b) Each share of Common Stock held in the treasury of the Company and each share of Common Stock owned by Adherex US, Adherex or any direct or indirect wholly owned subsidiary of Adherex or of the Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into without any conversion thereof; (c) Each share of common stock, $.001 par value of Adherex US (the right to receive, subject to Section 2.1(a)(ii“Subsidiary Common Stock”), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, without interest, (ii) the contingent right issued to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued Adherex and outstanding immediately prior to the Effective Time Time, which shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or only shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and capital stock of Adherex US outstanding immediately prior to the Effective Time (“Vesting Consideration”) and shall not automatically be payable owned by Parent Adherex at (A) the Effective Time, shall be converted into and exchanged for one (B1) at validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), Surviving Company and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or constitute at the Effective Time all of the issued and outstanding capital stock of the Surviving Company; (subject d) The Exchange Ratio and Warrant Exchange Ratio shall be adjusted to reflect fully the restrictions and other terms effect of such vesting schedule) and any stock split, reverse split, stock dividend (y) the applicable payment event attributable to the immediately foregoing clause (Aincluding any dividend or distribution of securities convertible into Common Shares), (B) reorganization, recapitalization or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made other like change with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Common Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to occurring after the Effective Time; and (e) No fraction of a Merger Share will be issued, except that Repurchase Rights may but rather the number of Merger Shares to which any Stockholder is entitled shall be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying rounded down to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this Agreementnearest whole share.

Effect on Company Capital Stock. (i) At Upon the terms and subject to the conditions of this Agreement, including this Section 2.5 and the escrow provisions set forth in Article VIII, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company Company, the Representative or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), of: (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Company Preferred Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.5(b)) will be cancelled and extinguished and be converted automatically into the right to receive cash in an amount per share equal to the Series A Preference Amount plus the Per Share Consideration (collectively, the “Vesting Preferred Stock Closing Consideration”) shall not automatically be payable by Parent at (A) plus the Effective Timeright to receive the such holders' Pro Rata Portion of the Note Payments, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii2.9; and (ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code issued and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all excluding Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.5(b)) will be cancelled and extinguished and be converted automatically into the right to receive cash in an amount per share equal to the Per Share Consideration (the “Common Closing Consideration”), plus the right to receive the such rightsholders' Pro Rata Portion of the Note Payments, “Repurchase Rights”) if any, payable pursuant to Section 2.9 hereof. The Preferred Stock Closing Consideration and the Common Closing Consideration shall be assigned to Parent payable without interest as set forth in Section 2.7, upon surrender of the Certificate representing such shares of Company Capital Stock in a manner provided in Section 2.10 (or in the Merger and case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit in the manner provided in Letter of Transmittal); provided that each Company Stockholder's Pro Rata Portion of the Escrow Amount with respect to such shares shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to withheld at the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (Time and deposited with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration Escrow Agent in accordance with Sections 2.7(a)(i) and 2.7(b), with each such Company Stockholder having a contingent right to receive such amount to the extent released from escrow for the benefit of the Company Securityholders. For purposes of calculating the amount of cash issuable to each Company Stockholder pursuant to this AgreementSection 2.5(a), all Company Capital Stock held by each Company Stockholder shall be aggregated, and the aggregate amount of cash issuable to each Company Stockholder shall be rounded (up or down) to the nearest whole cent.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the First Merger and without any further action on the part of Parent, any of Merger Sub, the Company or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, each share : (i) any shares of Company Capital Stock held by the Company (other than any Cancelled Shares and Dissenting Sharesor held in the Company’s treasury) that is issued and outstanding immediately prior to the Effective Time (collectively, the “Excluded Shares”) shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) each share of Company Common Stock (other than the Excluded Shares and the Dissenting Shares) issued and outstanding as of immediately prior to the Effective Time upon the terms and subject to the conditions set forth in this Section 1.7 and throughout this Agreement, including the escrow provisions set forth in Section 1.8 hereof, will be cancelled and extinguished and shall will be converted automatically into the right to receive, subject to Section 2.1(a)(ii)without interest, upon delivery or surrender of the delivery materials in respect of duly executed Exchange Documentation such shares of Company Common Stock as set forth and in the manner provided in Section 1.10 hereof, the Initial Per Common Share Merger Consideration (subject to adjustment as set forth in Section 2.3(aherein), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) plus the right to receive if, when and as payable the Per Share Contingent Amount in respect applicable portion of such any Additional Consideration as set forth herein; and (iii) each share of Company Capital Stock, without interest, solely upon Preferred Stock (other than the occurrence of Excluded Shares and the Earnout Event (if anyDissenting Shares) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding as of immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”) shall not automatically be payable by Parent at (A) the Effective Time, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were set forth in effect immediately prior this Section 1.7 and throughout this Agreement, including the escrow provisions set forth in Section 1.8 hereof, will be cancelled and extinguished and will be converted automatically into the right to receive, without interest, upon delivery or surrender of the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder materials in respect of such former Unvested shares of Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) Preferred Stock as set forth and paying to in the former holder thereof manner provided in Section 1.10 hereof, the repurchase price in effect for each such share Initial Per Preferred Share Merger Consideration (subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of lawadjustment as set forth herein), by any Personplus the right to receive if, other than Parent, or be taken or reached by any legal or equitable process in satisfaction when and as payable the applicable portion of any Liability of such Person, prior to the distribution to such Person of such Vesting Additional Consideration in accordance with this Agreementas set forth herein.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, each share of Company Converted Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”excluding any Dissenting Shares) shall not automatically be payable by Parent at cancelled and extinguished and shall be converted into the right to receive (without interest and less any applicable Tax withholding), upon surrender of the certificates representing such shares of Company Converted Capital Stock in the manner provided in Section 2.5(c)(iv) hereof, an amount of cash equal to: (i) with respect to each such share of Company Converted Capital Stock (other than Unvested Company Shares, which shall be treated in accordance with Section 2.1(b)(ii)), the sum of (A) the Effective TimeClosing Per Share Consideration, plus (B) at the applicable time right to receive the Escrow Per Share Consideration, as and when payable pursuant to the terms and conditions of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fundthis Agreement, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or plus (C) the applicable time of payment of any Contingent Consideration (if any)right to receive the Per Share Post-Closing Excess Consideration, as and shall instead become when payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject pursuant to the restrictions terms and other terms conditions of such vesting schedule) and this Agreement, plus (yD) the applicable payment event attributable right to receive the Per Share Year 1 Net Revenue Payment, as and when payable pursuant to the immediately foregoing clause terms and conditions of this Agreement, plus (A), (BE) or (C)the right to receive the Per Share Year 2 Net Revenue Payment, as applicableand when payable pursuant to the terms and conditions of this Agreement, has occurredplus (F) the right to receive the Per Share Year 1 Milestone Payment, if at all. Parent as and when payable pursuant to the terms and conditions of this Agreement, plus (G) the right to receive the Per Share Year 2 Milestone Payment, as and when payable pursuant to the terms and conditions of this Agreement, plus (H) the right to receive any Per Share Forfeited Consideration, as and when payable pursuant to the terms and conditions of this Agreement; provided, however, that the aggregate amount payable in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable cash pursuant to this Section 2.1(a)(ii2.1(a)(i) shall be subject not exceed the amount of the Maximum Stock Consideration. It is acknowledged and agreed that a portion of the Maximum Stock Consideration otherwise payable to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made each Company Converted Stockholder with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Company Converted Capital Stock so distributed will be treated owned by such Company Converted Stockholder as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to of the Effective Time (all such rights, “Repurchase Rights”) shall be assigned withheld and placed in escrow pursuant to Parent in the escrow provisions of Section 2.5(b)(iii) and Article VII; and (ii) with respect to each such share of Company Class B Common Stock, such share shall survive the Merger and shall thereafter be exercisable by Parent upon remain a validly issued, fully paid and non-assessable share of Class B common stock of the same terms and subject to Surviving Corporation. Each stock certificate of the same conditions that were in effect immediately prior to Company evidencing ownership of any shares of Company Class B Common Stock shall, following the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder evidence ownership of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying to share of Class B common stock of the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this AgreementSurviving Corporation.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the First Merger and without any further action on the part of Parent, Merger SubSubs, the Company or the Company Stockholders, Stockholders or any other Person: upon the terms and subject to the conditions of set forth in Section 2.3 and throughout this Agreement, including the provisions set forth in Article VIII, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), receive upon the delivery due surrender of duly executed Exchange Documentation Documents in the manner set forth in Section 2.3(a2.3(b), (i) at the Closing, in accordance with Section 2.3, (A) if the holder thereof is an Accredited Stockholder, the Per Share Closing Accredited Consideration, or, if the holder thereof is an Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration and Per Share Closing Stock Consideration(in each case, without interestinterest thereon), minus (iiB) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and Amount, minus (C) the Per Share Indemnity Escrow Amount, minus (D) the Per Share Expense Fund Amount, minus (E) the Per Share Other Indemnity Escrow Amount (in each case of clauses (B) through (E), such cash amounts to be deducted from the Per Share Accredited Cash Consideration or the Per Share Unaccredited Cash Consideration, as applicable), (ii) any disbursements of Escrow Cash required to be made from the Escrow Account with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in each case in accordance with Section 2.9 2.9(f) or Section 8.4, as applicable, (iii) the contingent right to receive cash any disbursements required to be made in connection with the Post-Post Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, 2.9(e) and (iv) any cash disbursements required to be made from the contingent right to receive the Per Share Expense Fund AmountAccount with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 8.6(b8.6(c). Each share of Parent Class A Common Stock issuable in the Merger, (v) the right to receive the Per Share Contingent Amount or any other securities issued in respect of such share shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be book-entry shares. For purposes of calculating the aggregate amount of cash consideration payable at any time to each Company Stockholder in respect of all of such Company Stockholder’s shares of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right Stock held pursuant to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration any particular certificate or book entry evidencing such shares pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”) shall not automatically be payable by Parent at (A) the Effective Time, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B1) or (C), as applicable, has occurred, if at all. Parent the cash consideration and the stock consideration payable in its discretion may make respect of all shares of Company Capital Stock held by such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable Company Stockholder pursuant to this Section 2.1(a)(iiany particular certificate or book entry evidencing such shares shall each be aggregated and (2) the amount of cash to be paid to each such Company Stockholder after such aggregation shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest rounded to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this Agreementnearest whole cent.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubAcquisition Corp., the Company or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, : (i) each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to held in the treasury of the Company at the Effective Time shall be cancelled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (ii) each share of Company Preferred Stock issued and outstanding at the Effective Time (other than any shares of Company Preferred Stock to be cancelled pursuant to Section 2.1(c)(i) and any Dissenting Shares) shall be cancelled, extinguished and converted automatically into the right to receive, subject receive pursuant to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation 2.3 an amount in the manner set forth in Section 2.3(a), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Considerationcash, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant (a) at Closing, equal to this Section 2.1(athe Company Preferred Stock Closing Per Share Consideration, (b) in exchange for at the Unvested One-Year Payment Date, equal to the Company Shares Preferred Stock One-Year Per Share Consideration and (c) at the 18-Month Payment Date, equal to the Company Preferred Stock 18-Month Per Share Consideration; (iii) each share of Company Common Stock issued and outstanding immediately prior to at the Effective Time (“Vesting Consideration”other than any shares of Company Common Stock to be cancelled pursuant to Section 2.1(c)(i) and any Dissenting Shares) shall not automatically be payable by Parent at (A) cancelled, extinguished and converted into the Effective Timeright to receive pursuant to Section 2.3 an amount in cash, (B) at the applicable time of release of any cash or without interest, and shares of Parent Common Stock from (a) at Closing, equal to the Adjustment Escrow FundCompany Common Stock Closing Per Share Consideration, Indemnity Escrow Fund, Expense Fund (if anyb) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject One-Year Payment Date, equal to the restrictions and other terms of such vesting schedule) Company Common Stock One-Year Per Share Consideration and (yc) at the applicable payment event attributable 18-month Payment Date, equal to the immediately foregoing clause (A), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All 18-Month Per Share Consideration; (iv) each Company Option outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may shall be exercised by fully accelerated and will vest as of the Effective Time and shall be cancelled and such holders of the Company Options shall be entitled to receive, and the Parent retaining shall be obligated to pay at the Vesting Consideration into which such Unvested Company Shares have been converted (next scheduled payroll date, an amount in cash without interest, equal to the Per Option Consideration. In connection with the holder cancellation of all such former Unvested Company Shares will thereafter no longer have any right or entitlement Options, the Company shall withhold such amounts as it is required to such Vesting Considerationwithhold as provided in Section 2.1(e) hereof; [***] Certain information in this agreement has been omitted and paying filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the former holder thereof omitted portions. (v) each Company Warrant shall be cancelled at the repurchase price in effect for Effective Time without the payment of any consideration therefor, and shall be of no further force and effect, without any assumption thereof; and (vi) each such outstanding share subject to that Repurchase Right of Company Restricted Stock shall fully vest and all forfeiture provisions shall lapse immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this Agreement.

Effect on Company Capital Stock. (i) At Upon the terms and subject to the conditions of this Agreement, including this Section 2.5 and in accordance with the Restated Certificate, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company any Party or the Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIII, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), of: (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Series B Preferred Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share of Company Capital Stock, without interest, solely upon the occurrence of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”excluding Dissenting Shares) shall not will be cancelled and extinguished and be converted automatically be payable by Parent at (A) into the Effective Time, (B) at right to receive a portion of the applicable time Merger Consideration in cash per share equal to the greater of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any), and shall instead become payable by Parent promptly following the date that both (x) such Unvested Company Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) Residual Per Share Merger Consideration, and (y) the applicable payment event attributable to Applicable Preference Amount as set forth on the immediately foregoing clause Closing Statement under heading Series B Merger Consideration (Athe “Series B Merger Consideration”), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and which Series B Merger Consideration shall be calculated in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing the terms of the same has been made available to Parent). Restated Certificate; (ii) Series A portion of such newly vested cash or shares of Parent Common Preferred Stock so distributed will be treated as imputed interest to the extent required under the Code issued and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rightsexcluding Dissenting Shares) will be cancelled and extinguished and be converted automatically into the right to receive a portion of the Merger Consideration in cash per share equal to (x) the Residual Per Share Merger Consideration, and (y) the Applicable Preference Amount as set forth on the Closing Statement under heading Series A Merger Consideration (the “Repurchase RightsSeries A Merger Consideration,” and together with the Series B Merger Consideration, the “Preferred Merger Consideration”) ), which Series A Merger Consideration shall be assigned to Parent calculated in accordance with the Merger terms of the Restated Certificate; and (iii) Company Common Stock issued and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect outstanding immediately prior to the Effective Time, except that Repurchase Rights may Time (excluding Dissenting Shares) will be exercised by Parent retaining cancelled and extinguished and be converted automatically into the Vesting right to receive a portion of the Merger Consideration into which such Unvested Company Shares have been converted (with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying in cash equal to the former holder thereof Residual Per Share Merger Consideration as set forth in the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to Closing Statement under the Effective Time. No Vesting heading Common Merger Consideration (the “Common Merger Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law”), by any Person, other than Parent, or which Common Merger Consideration shall be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration calculated in accordance with this Agreementthe terms of the Restated Certificate.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, the Merger Sub, the Company, the holders of any issued and outstanding shares of Company Capital Stock, or the Company Stockholdersany other Person, upon the terms and subject to the conditions of set forth in this Agreement, including the provisions set forth in Article VIII, each following shall occur: (i) Each share of Company Capital Series A Preferred Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time shall will be cancelled and extinguished and shall be converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a), (i) at the Closing, in accordance with Section 2.3, the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, without interest, (ii) the contingent right to receive the Per Share Adjustment Escrow Fund Amount and the Per Share Indemnity Escrow Amount, without interest, in each case in accordance with Section 2.9 or Section 8.4, as applicable, (iii) the contingent right to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share surrender of the released amount), without interest, in accordance with Section 2.9, (iv) the contingent right to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect certificate representing such shares of such share of Company Capital Series A Preferred Stock, without interest, solely upon the occurrence Closing Per Share Consideration on an as-converted to Class A Common Stock basis and, subject to and as calculated in Section 1.9(b)(ii), a portion of the Earnout Event (if any) Excess Amount and (vi) the contingent right Escrow Amount to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case extent any such amounts are distributable to the holders of Series A Preferred Stock after Closing. When converted in accordance with Article VIIIthe foregoing, all of such shares of Series A Preferred Stock will no longer be outstanding and automatically will be cancelled and retired. (ii) The payment Each share of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares Class A Common Stock issued and outstanding immediately prior to the Effective Time shall will be cancelled and extinguished and converted automatically into the right to receive, upon surrender of the certificate representing such shares of Class A Common Stock in the manner provided in this Agreement, without interest, the Closing Per Share Consideration and, subject to and as calculated in Section 1.9(b)(ii), a portion of the same restrictions Excess Amount and vesting arrangements (including the same arrangements for accelerated vesting Escrow Amount to the extent any such amounts are distributable to the holders of Class A Common Stock after Closing. When converted in connection accordance with a qualifying termination the foregoing, all of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Class A Common Stock otherwise payable pursuant to this Section 2.1(awill no longer be outstanding and automatically will be cancelled and retired. (iii) in exchange for the Unvested Company Shares Each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time (“Vesting Consideration”) shall not automatically will, by virtue of the Merger, and without any action on the part of the holder thereof, no longer be payable by Parent at (A) the Effective Timeoutstanding, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of will be cancelled and retired without payment of any Contingent Consideration consideration therefor and will cease to exist. (if any), and iv) Each Dissenting Share shall instead become payable by Parent promptly following be converted into the date that both (x) such Unvested Company Shares become vested under right to receive payment from the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (Surviving Corporation or the Surviving Corporation’s) payroll system and Buyer with respect thereto in accordance with standard payroll practices the Dissenters’ Rights Statute. (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(iiv) shall be subject to any required withholding Each outstanding share of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing Capital Stock owned by the Company as treasury stock or authorized but currently unissued stock of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rightswill, “Repurchase Rights”) shall be assigned to Parent in by virtue of the Merger Merger, and shall thereafter be exercisable by Parent upon without any action on the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with part of the holder of such former Unvested Company Shares will thereafter thereof, no longer have any right or entitlement to such Vesting Consideration) be outstanding, will be cancelled and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction retired without payment of any Liability of such Person, prior consideration therefor and will cease to the distribution to such Person of such Vesting Consideration in accordance with this Agreementexist.

Effect on Company Capital Stock. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger SubSubsidiary, the Company or the any holder of any shares of Company Stockholders, upon the terms and conditions of this Agreement, including the provisions set forth in Article VIIICapital Stock, each share of Company Capital Stock (other than any Cancelled Shares and Dissenting Shares) that is issued and outstanding immediately prior to the Effective Time Time, other than Dissenting Shares, shall be cancelled canceled and extinguished and shall be automatically converted automatically into the right to receive, subject to Section 2.1(a)(ii), upon the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.3(a)Per Share Merger Consideration, (i) at plus, to the Closing, in accordance with Section 2.3extent applicable, the Estimated Per Share Closing Cash Upwards Merger Consideration Adjustment and the Final Per Share Closing Stock Consideration, without interestUpwards Merger Consideration Adjustment, (ii) less, to the contingent right to receive extent applicable, the Estimated Per Share Downwards Merger Consideration Adjustment and (iii) if such holder of Company Capital Stock as of the Effective Time is a Voting Stockholder, less the Per Share Adjustment Escrow Fund Amount (which shall be paid to such Voting Stockholders if, as, when and to the extent that the Escrow Deposit, or any portion thereof, is released from the Escrow in accordance with the terms of the Escrow Agreement to the Voting Stockholders) and, to the extent applicable, the Final Per Share Indemnity Escrow Amount, without interestDownwards Merger Consideration Adjustment, in each case in accordance with payable, subject to further adjustment pursuant to Section 2.9 or Section 8.4, as applicable2.2 hereof, (iiiA) in the contingent right form of Cash Consideration to receive cash disbursements required to be made in connection the Post-Closing Excess Amount (if any) with respect to such share holders of Company Capital Stock to the former holder thereof (based on such holder’s Pro Rata Share as of the released amount), without interest, Effective Time who are not Accredited Investors and (B) in accordance with Section 2.9, (iv) the contingent right form of Cash Consideration and Ordinary Shares to receive the Per Share Expense Fund Amount, without interest, in accordance with Section 8.6(b), (v) the right to receive the Per Share Contingent Amount in respect of such share holders of Company Capital Stock, without interest, solely upon the occurrence Stock as of the Earnout Event (if any) and (vi) the contingent right to receive the Per Share Other Indemnity Escrow Amount, without interest, in each case in accordance with Article VIII. (ii) The payment of consideration pursuant to this Section 2.1(a) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to who are Accredited Investors, who deliver an accredited investor letter in the same restrictions and vesting arrangements form of Exhibit D attached hereto (including the same arrangements for accelerated vesting in connection with a qualifying termination of employment or service) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, any cash or shares of Parent Common Stock otherwise payable pursuant to this Section 2.1(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Vesting ConsiderationAccredited Investor Letter”) shall not automatically be payable by Parent at and a lock-up agreement in the form of Exhibit H attached hereto (A) the Effective Time, (B) at the applicable time of release of any cash or shares of Parent Common Stock from the Adjustment Escrow Fund, Indemnity Escrow Fund, Expense Fund (if any) or Other Indemnity Escrow Fund or (C) the applicable time of payment of any Contingent Consideration (if any“Lock-Up Agreement”), to ILOG and ILOG, Inc. within forty (40) days of the notice of the approval of the Merger by the Voting Stockholders having been mailed by the Company, provided, however, that the Voting Stockholders have represented and warranted to ILOG and ILOG, Inc. that they are Accredited Investors and shall instead become payable by Parent promptly following deliver the date that both (x) such Unvested Company Accredited Investor Letter and Lock-Up Agreement to ILOG and ILOG, Inc. simultaneously with the execution of this Agreement and receive Ordinary Shares become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule) and (y) the applicable payment event attributable to the immediately foregoing clause (A), (B) or (C), as applicable, has occurred, if at all. Parent in its discretion may make such payments through a paying agent authorized by Parent to administer such payments on Parent’s behalf or through Parent’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 2.1(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest; provided that, for clarity, no withholding shall be made with respect to amounts payable pursuant to this Section 2.1(a)(ii) for Unvested Company Shares for which a valid Section 83(b) election has been timely made (provided that a copy of such Section 83(b) election and evidence of timely filing of the same has been made available to Parent). A portion of such newly vested cash or shares of Parent Common Stock so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent retaining the Vesting Consideration into which such Unvested Company Shares have been converted (with the holder of such former Unvested Company Shares will thereafter no longer have any right or entitlement to such Vesting Consideration) and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Vesting Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Vesting Consideration in accordance with this AgreementMerger.