Common use of Treatment of Company Equity Awards Clause in Contracts

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall, without any further action on the part of any holder of a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable to the corresponding Company Option immediately before the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock of the Acquiror (“Acquiror Common Stock”) (rounded down to the nearest whole share) equal to the product of the number of shares of Common Stock to which the corresponding Company Option related immediately prior to the Effective Time and the Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) shall be made on a grant-by-grant basis in a manner consistent with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at At the Intermediate Merger Effective Time, by virtue of the Intermediate Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 2.5(d)), each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, (whether vested a Vested Company Option or unvested, shall, without any further action on the part of any holder of a an Unvested Company Option) shall cease to represent the right to purchase shares of Company Common Stock and shall be converted into an option to purchase shares of Pubco Common Stock (each, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an a “Adjusted Rollover Option”) shall continue in an amount, at an exercise price and subject to have, and be subject to, the same such terms and conditions (including the term, exercisability and vesting schedule determined as were applicable to the corresponding Company set forth below. Each Rollover Option immediately before the Effective Time, except that shall (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that for, and represent the right to purchase, a number of shares of Class A common stock of the Acquiror (“Acquiror Pubco Common Stock”) Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock subject to which the corresponding Company Option related immediately prior to the Intermediate Merger Effective Time and Time, multiplied by (B) the Equity Award Intermediate Merger Exchange Ratio, and (iiiii) the have an exercise price per share exercise price for the shares of Acquiror Pubco Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date ) subject to such Rollover Option equal to (A) the exercise price per share of grant of each Adjusted Option will be the date on which Company Common Stock applicable to the corresponding Company Option was grantedimmediately prior to the Intermediate Merger Effective Time, divided by (B) the Intermediate Merger Exchange Ratio. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) Each Rollover Option shall be made on a grant-by-grant basis subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Intermediate Merger Effective Time, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or the Ancillary Documents or for such other immaterial administrative or ministerial changes as the Pubco Board (or the compensation committee of the Pubco Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner consistent intended to comply with (x) for any Rollover Option that is an Incentive Stock Option, the requirements of Section 424 of the Code, and (y) in each case, the requirements of Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.

Treatment of Company Equity Awards. At the Effective Time, by virtue of the Merger and without the need for any further action on the part of the holder thereof, each option to purchase shares granted under the Company’s equity incentive plans (aa “Company Option Award”) Subject that is outstanding immediately prior to Section 3.05(fthe Effective Time will be converted into an option (a “Parent Option Award”) to acquire (A) that number of whole shares of common stock, par value $0.01 per share, of Parent (“Parent Shares”) (rounded down to the nearest whole number of shares) equal to the product of (x) the number of Juniper common stock underlying such Company Option Award immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio (as defined in the Merger Agreement attached as Annex A to the accompanying proxy statement), (B) at an exercise price per Parent Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per Juniper common stock of such Company Option Award by (y) the Equity Award Exchange Ratio. Except as otherwise provided in the foregoing, each such Parent Option Award will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding Company Option Award immediately prior to the Effective Time. At the Effective Time, each restricted stock unit award (a “Company Option RSU Award”) that is outstanding and unexercised has not yet been settled as of immediately prior to the Effective Time and held by a non-employee member of the Board of Directors of Juniper (the “Board of Directors”) (the “Non-Employee Director RSU Awards”) will vest and be cancelled and converted into the right to receive an amount of cash equal to the product of (A) the number of Juniper common stock that were subject to the Company RSU Award as of immediately prior to the Effective Time, whether vested multiplied by (B) the Per Share Merger Consideration. At the Effective Time, each Company RSU Award (that is not a Non-Employee Director RSU Award) that is outstanding immediately prior to the Effective Time will be converted into a restricted stock unit award that corresponds to Parent Shares (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded to the nearest whole number of shares) equal to the product of (i) the number of Juniper common stock underlying such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio. For purposes of clause (i) of the immediately preceding sentence, the number of Juniper common stock underlying a performance-vesting Company RSU Award will be determined (A) in respect of performance or unvestedmeasurement periods that have been completed and for which the Compensation Committee of the Board of Directors (the “Compensation Committee”) has determined performance achievement on or prior to the Closing Date (as defined in the Merger Agreement attached as Annex A to the accompanying proxy statement), shall, without any further action based on actual performance determined by the part Compensation Committee (or in the case of any holder of a Company Option, be such awards assumed by Acquirorthe Company from prior acquisitions, any management committee or other committee established by the Board of Directors or authorized committees thereof) in accordance with the terms thereof in the ordinary course of business consistent with past practice, and (B) in respect of all other performance or measurement periods, with applicable performance goals deemed achieved at target performance levels (or if the maximum number of shares issuable under such performance-vesting Company RSU Award is 100% of the “target” level, such “target” level), except that the achievement of TSR performance goals will be determined based on actual performance in connection with the transactions contemplated by the Merger Agreement and pursuant to the applicable award agreement. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall Except as otherwise provided in the foregoing, each Parent RSU Award will continue to have, and will be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable applied to the corresponding Company Option RSU Award immediately before prior to the Effective Time, except that any such Parent RSU Award corresponding to a performance-vesting Company RSU Award will no longer be subject to performance-based vesting. For more information on the treatment of Company Options Awards and Company RSUs Awards (i) Acquiror’s board of directors or a committee thereof shall succeed as to collectively, the authority and responsibility “Company Equity Awards”), please see the section of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock accompanying proxy statement captioned “Proposal 1: Adoption of the Acquiror (“Acquiror Common StockMerger Agreement-Merger Consideration-Treatment of Company Equity Awards.”) (rounded down to the nearest whole share) equal to the product of the number of shares of Common Stock to which the corresponding Company Option related immediately prior to the Effective Time and the Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) shall be made on a grant-by-grant basis in a manner consistent with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.

Treatment of Company Equity Awards. (a) Subject Each option to Section 3.05(f), at the Effective Time, each purchase Company Option Shares that is outstanding and unexercised as of immediately prior to the Effective TimeTime that was granted pursuant to the Company Incentive Plan, whether vested or unvestedunvested (including any Company Preferred Stock Options subject to the Preferred Stock Conversion provided for in Section 6.20) (each, a “Company Option”), shall, as of the Effective Time and without any further action on the part of any holder of a Company Optionthereof, be assumed by Acquiror. Each and converted into an option to purchase shares of Parent Common Stock (a “Replacement Option”), with the number of shares of Parent Common Stock subject to each such Replacement Option being equal to the product of (A) the number of shares of Company Common Stock subject to the applicable Company Option so assumed immediately prior to the Effective Time, multiplied by Acquiror hereunder (B) the Per Share Merger Consideration (with the aggregate number of shares of Parent Common Stock subject to the Replacement Option rounded down to the nearest whole number of shares), at an “Adjusted Option”exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per Company Share of the applicable Company Option by (ii) the Per Share Merger Consideration. Notwithstanding the foregoing, the exercise price and the number of shares of Parent Common Stock subject to the Replacement Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of any Replacement Options that, when the underlying Company Option was granted, was intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. Except as otherwise provided in this Section 3.3(a), each Replacement Option shall continue to have, and shall be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable applied to the corresponding Company Option immediately before the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock of the Acquiror (“Acquiror Common Stock”) (rounded down to the nearest whole share) equal to the product of the number of shares of Common Stock to which the corresponding Company Option related immediately prior to the Effective Time and the Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) shall be made on a grant-by-grant basis in a manner consistent with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company OptionTime.

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at As of the Effective Time, except as otherwise agreed by Parent and a holder of Company Options with respect to such holder's Company Options or as otherwise provided in this Agreement, each Company Option that which is outstanding and unexercised as of immediately prior to the Effective Time, Time (whether vested or unvested, shall, without any further action on exercisable or not exercisable) will be canceled and extinguished by the part of any holder of a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall continue to haveCompany, and the holder thereof will be subject to, entitled to receive from the same terms and conditions (including the term, exercisability and vesting schedule as were applicable to the corresponding Company Option immediately before Surviving Corporation in consideration for such cancellation promptly following the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock of the Acquiror (“Acquiror Common Stock”) (rounded down to the nearest whole share) Time an amount in cash equal to the product of (i) the number of shares of Common Stock subject to which the corresponding such Company Option related immediately prior to the Effective Time and the Equity Award Exchange Ratio, and multiplied by (iiiii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will Company Option, without interest and less any amounts required to be equal to deducted and withheld under any applicable Law. In the quotient of event that the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment therefor and have no further force or effect. To the extent that Company Options (whether vested or unvested, exercisable or not exercisable) held by directors of the Company Option divided by as of the Equity Award Exchange Ratio (rounded up Share Purchase Date expire pursuant to their terms prior to the nearest whole cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoingEffective Time, the adjustment described in Surviving Corporation shall pay to such persons (whether or not then serving as directors of the Company) the amounts that would be payable pursuant to this Section 3.05(a2.4(a) (and otherwise in accordance with the terms of this Section 2.4(a)) had such options not so expired. All payments with respect to canceled Company Options shall be made on a grant-by-grant basis by the Disbursing Agent (or such other agent reasonably acceptable to Parent as the Company shall designate prior to the Effective Time) as promptly as reasonably practicable after the Effective Time from funds deposited by or at the direction of the Surviving Corporation to pay such amounts in a manner consistent accordance with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option2.3.

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at At the Effective Time, each option granted by Company Option that is outstanding and unexercised to purchase shares of Company Common Stock under a Company Stock Plan (as of immediately prior to the Effective Timedefined below), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall, without any further action on the part of any holder of a Company Optionthereof, be assumed by AcquirorPurchaser and converted into an option to purchase Purchaser Common Stock (a “Purchaser Stock Option”) in accordance with this Section 1.8(a). Each such Company Purchaser Stock Option as so assumed by Acquiror hereunder (an “Adjusted Option”) issued upon such conversion shall continue to have, and shall be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable applied to the corresponding Company Stock Option immediately before prior to the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility such terms may exist after taking into account, as applicable, any Extraordinary Event Adjustments. As of the Company Board or any committee thereof with respect Effective Time, each such Purchaser Stock Option as so issued upon such conversion shall be an option to any Adjusted Option; (ii) each Adjusted Option will be exercisable for acquire that number of whole shares of Class A common stock of the Acquiror (“Acquiror Purchaser Common Stock”) Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company Common Stock subject to which the corresponding such Company Option related immediately prior to the Effective Time and Stock Option, multiplied by (ii) the Equity Award Exchange Ratio, and (iii) the at an exercise price per share exercise price for the shares of Acquiror Purchaser Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date ) equal to the quotient obtained by dividing (A) the exercise price per share of grant Company Common Stock of each Adjusted such Company Stock Option will be by (B) the date on which Equity Award Exchange Ratio, provided, that the corresponding Company exercise price and the number of shares of Purchaser Common Stock subject to the Purchaser Stock Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) shall be made on a grant-by-grant basis determined in a manner consistent with the requirements of Section 409A of the Code Code, and, with respect in the case of Company Stock Options that are intended to each Company Option that is an qualify as incentive stock option (options within the meaning of Section 422(b422 of the Code, consistent with the requirements of Section 424(a) of the Code. (b) Immediately prior to the Effective Time (but contingent upon the Closing), no adjustment will be made each award in respect of a share of Company Common Stock subject to vesting, repurchase or other lapse restriction granted under a Company Stock Plan that would be is unvested or contingent and outstanding immediately prior to the Effective Time (a modification “Company Restricted Stock Award”) shall fully vest (within the meaning of Section 424(h) of the Code) with any performance-based vesting condition applicable to such Company Option.Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive Merger Consideration in respect of each such share of Company Common Stock under such Company Restricted Stock Award, less applicable withholding Taxes. (c) At the Effective Time, each Other Company Equity Award, whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of Purchaser Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Other Company Equity Award

Treatment of Company Equity Awards. (a) Subject The Company Disclosure Schedule sets forth each option to Section 3.05(f), at the Effective Time, each acquire shares of Company Option Common Stock that is outstanding and unexercised as of the date hereof (collectively, a “Company Stock Option”) pursuant to the Company Stock Plans. At the Effective Time, all Company Stock Options, other than the Cashed-Out Company Stock Options (as defined below), that are outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, Time shall, by virtue of the Merger, automatically and without any further action on the part of any the holder of thereof, become fully vested and be converted into an option to purchase Parent Common Stock (a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Converted Stock Option”) shall continue to have), and be subject to, on the same terms and conditions (including the term, exercisability and vesting schedule as were applicable to the corresponding under such Company Option immediately before the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Stock Option; (ii) each Adjusted Option will be exercisable for that . The number of shares of Class A common stock of Parent Common Stock subject to each such Converted Stock Option will be equal to the Acquiror (“Acquiror Common Stock”) product (rounded down to the nearest whole sharenumber) equal to the product of obtained by multiplying (i) the number of shares of Company Common Stock to which the corresponding Company Option related immediately prior subject to the Effective Time and applicable Company Stock Option by (ii) the Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Parent Common Stock issuable upon exercise of such Adjusted subject to each Converted Stock Option will be equal to the quotient of obtained by dividing (x) the per share exercise price of per Company Stock Option by (y) the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date adjustment provided herein with respect to any Company Stock Options which are “incentive stock options” (as defined in Section 422 of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(aIRC) shall be made on a grant-by-grant basis and is intended to be effected in a manner that is consistent with Section 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b424(a) of the CodeIRC. Except as provided above, after the Effective Time, the Converted Stock Option shall continue to be governed by the same terms and conditions as were applicable under the Company Stock Plans and any award agreement. At all times after the Effective Time, Parent shall reserve for issuance such number of shares of Parent Common Stock as necessary so as to permit the exercise of Converted Stock Options in the manner contemplated by this Agreement and in the instruments pursuant to which such options were granted. Shares of Parent Common Stock issuable upon exercise of Converted Stock Options shall be covered by an effective registration statement on Form S-8 (or other applicable form), and Parent shall file a registration statement on Form S-8 (or other applicable form) covering such shares as soon as practicable after the Effective Time, but in no adjustment event later than ten (10) Business Days thereafter, and shall use reasonable commercial efforts to maintain the effectiveness of such registration statement for so long as such Converted Stock Options remain outstanding. At the Effective Time, each Company Stock Option (whether vested or unvested) that is outstanding immediately prior to the Effective Time and is held by any person who, as of immediately prior to the Effective Time, has been notified by Parent that (i) he or she will not continue as an employee or director of Parent or any of its Subsidiaries following the Effective Time or (ii) he or she has been notified by Parent that his or her employment with Parent or any of its Subsidiaries shall continue for a commercially reasonable period following the Effective Time so as to facilitate integration and then terminate (each, a “Cashed-Out Company Stock Option”), shall be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.canceled

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at At the Effective Time, each option to purchase shares of Company Option Common Stock granted by the Company under a Company Stock Plan (as defined below), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time (a “Company Stock Option”) shall be converted automatically into an option (an “Adjusted Stock Option”) to purchase, on the same terms and conditions as of were applicable under such Company Stock Option immediately prior to the Effective Time, whether vested or unvested, shall, without any further action on the part of any holder of a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule modified as were applicable to the corresponding Company Option immediately before the Effective Time, except that (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility set forth in Section 1.7 of the Company Board or any committee thereof with respect to any Adjusted Option; Disclosure Schedule (ii) each Adjusted Option will be exercisable for that including vesting terms), the number of shares of Class A common stock of the Acquiror (“Acquiror Parent Common Stock”) Shares (rounded down to the nearest whole sharenumber of shares) equal to the product of (i) the total number of shares of Company Common Stock to which the corresponding underlying such Company Stock Option related immediately prior to the Effective Time and multiplied by (ii) the Equity Award Exchange RatioConversion Amount, and (iii) the per share which Adjusted Stock Option shall have an exercise price for the shares of Acquiror per Parent Common Stock issuable upon exercise of such Adjusted Option will be Share equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent). The date ) obtained by dividing (1) the exercise price per share of grant Company Common Stock underlying such Company Stock Option immediately prior to the Effective Time by (2) the Equity Award Conversion Amount; provided, however, that the exercise price and the number of each Parent Common Shares underlying the Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in this Section 3.05(a) Stock Options shall be made on a grant-by-grant basis determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code andof 1986, as amended (the “Code”); provided, further, that in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of Parent Common Shares underlying the corresponding Adjusted Stock Option shall be determined in accordance with respect the foregoing, subject to each Company Option that is an incentive stock option (within such adjustments as are necessary in order to satisfy the meaning requirements of Section 422(b424(a) of the Code). For purposes of this Agreement, no adjustment will be made that would be a modification (within the meaning of Section 424(hA) of the Code) to such Company Option.“

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at As of the Merger Effective Time, each Company Option that is then outstanding and unexercised as of immediately prior shall be converted into the right to the Effective Time, whether vested or unvested, shall, without any further action receive an option relating to Acquiror Delaware Common Shares on the part of any holder of a Company Option, be assumed by Acquiror. Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule as were applicable are in effect with respect to the corresponding such Company Option immediately before prior to the Merger Effective TimeTime (including with respect to vesting and termination-related provisions, except as set forth in the proviso hereto) (each, an “Acquiror Option”), except that (i) Acquiror’s board of directors or a committee thereof such Acquiror Option shall succeed as relate to the authority and responsibility of the Company Board or any committee thereof with respect to any Adjusted Option; (ii) each Adjusted Option will be exercisable for that such number of shares of Class A common stock of the Acquiror (“Acquiror Delaware Common Stock”) Shares (rounded down to the nearest whole shareAcquiror Delaware Common Share) as is equal to the sum of (A) the product of (x) the number of shares of Company Common Stock Shares subject to which the corresponding such Company Option related immediately prior to the Effective Time and multiplied by (y) the Equity Award Value Exchange Ratio, plus (B) subject to the vesting and forfeiture conditions specified in Section 4.6, the product of (x) the number of Company Common Shares subject to such Company Option multiplied by (y) the Option Earn-out Exchange Ratio (the Acquiror Delaware Common Shares in this clause (B), the “Option Earn-out Shares”), and (iiiii) the exercise price per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Acquiror Option will shall be equal to the quotient of (A) the exercise price per share exercise price of the such Company Option in effect immediately prior to the Merger Effective Time divided by (B) the Equity Award Option Exercise Price Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest whole full cent). The date of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in ; provided that (1) all Acquiror Delaware Common Shares resulting from this Section 3.05(a4.5(a) shall be made on a grant(x) in the form of Acquiror Delaware Class B Shares to the extent resulting from Company Class B Shares prior to the Merger Effective Time and (y) in the form of Acquiror Delaware Class A Shares to the extent resulting from Company Class A Shares prior to the Merger Effective Time and (2) all Option Earn-by-grant basis in a manner consistent with Section 409A of out Shares shall be subject to the Code and, with respect to each Company Option that is an incentive stock option (within the meaning provisions of Section 422(b) of the Code4.5(d), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.

Treatment of Company Equity Awards. (a) Subject to Section 3.05(f), at At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 2.4(c)), each Company Option Equity Award that is outstanding and unexercised as not forfeited immediately prior to the Effective Time shall be converted into the same type of equity award with respect to SPAC Shares (each such equity award, a “Rollover Equity Award”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares subject to such Company Equity Award immediately prior to the Effective Time and (ii) the Exchange Ratio, rounded down to the nearest full share, with any Rollover Equity Award that is a stock option converting into a stock option having an exercise price per SPAC Share subject to such Rollover Equity Award equal to (x) the exercise price per share of such option in effect immediately prior to the Effective Time, whether vested or unvesteddivided by (y) the Exchange Ratio (the exercise price per share, shall, without any further action on rounded up to the part of any holder of a Company Option, be assumed by Acquirornearest full cent). Each such Company Option so assumed by Acquiror hereunder (an “Adjusted Option”) Rollover Equity Award shall continue to have, and be subject to, to the same terms and conditions (including the termapplicable vesting, exercisability form of payment, expiration and vesting schedule as were applicable forfeiture provisions) that applied to the corresponding Company Option Equity Award immediately before prior to the Effective Time, except that as to terms (i) Acquiror’s board of directors or a committee thereof shall succeed as to the authority and responsibility rendered inoperative by reason of the Company Board transactions contemplated by this Agreement (including any anti-dilution or any committee thereof with respect other similar provisions that adjust the number of underlying shares that are subject to any Adjusted Option; such award), or (ii) each Adjusted Option will be exercisable for that number of shares of Class A common stock such other immaterial administrative or ministerial changes as the SPAC Board (or the compensation committee of the Acquiror (“Acquiror Common Stock”SPAC Board) (rounded down may determine in good faith are appropriate to effect the nearest whole share) equal to the product administration of the number of shares of Common Stock to which the corresponding Company Option related immediately prior to the Effective Time and the Rollover Equity Award Exchange Ratio, and (iii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Adjusted Option will be equal to the quotient of the per share exercise price of the Company Option divided by the Equity Award Exchange Ratio (rounded up to the nearest whole cent)Awards. The date assumption of grant of each Adjusted Option will be the date on which the corresponding Company Option was granted. Notwithstanding the foregoing, the adjustment described in Rollover Equity Awards that are stock options pursuant to this Section 3.05(a) 2.4 shall be made on a grant-by-grant basis in a manner consistent accordance with Section Sections 424 and 409A of the Code and, with respect to each Company Option that is an incentive stock option (within the meaning of Section 422(b) of the Code), no adjustment will be made that would be a modification (within the meaning of Section 424(h) of the Code) to such Company Option.