Common use of Treatment of Company Equity Awards Clause in Contracts

Treatment of Company Equity Awards. (a) 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(e)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall cease to represent the right to purchase Company Common Shares and shall be canceled in exchange for options to purchase ARYA Shares under the ARYA Incentive Equity Plan (each, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover Option shall be 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 Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Code. (b) 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(e)), each Vested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a number of ARYA Shares (rounded down to the nearest whole share), in each case, as set forth on the Allocation Schedule. (c) 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(e)), each Unvested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a restricted stock unit award under the ARYA Incentive Equity Plan (each, a “Rollover RSU Award”) that settles in a number of ARYA Shares (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover RSU Award shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Unvested Company RSU Award immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could vest subject to the restricted stock unit award) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU Awards. (d) At the Effective Time, all Company Equity Plans shall terminate and all Company Equity Awards (whether vested or unvested) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Plans, except as otherwise expressly provided for in this Section 2.4. (e) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plans (and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of this Section 2.4.

Treatment of Company Equity Awards. (a) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to Section 2.4(c)), AMHC shall adopt and assume each Company Equity Plan (each an “Assumed Plan”). 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(e2.4(c)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall cease to represent the right to purchase Company Common Shares and shall be canceled in exchange for options assumed by AMHC and converted into an option to purchase ARYA AMHC New Voting Shares under the ARYA Incentive Equity Plan (each, a “Rollover Option”) in an amount, at an exercise price (rounded up to the nearest whole cent) and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover Option shall otherwise be 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 Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA AMHC Board (or the compensation committee of the ARYA AMHC Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such assumption and conversion shall occur in a manner intended to comply with the requirements of Section 409A and 424 of the Code, as applicable. (b) 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(e2.4(c)), each Vested unvested Company RSU Restricted Stock Award shall cease that is outstanding immediately prior to have any rights in respect of the Company Common Shares and Merger shall be canceled in exchange for a number of ARYA converted into the right to receive restricted AMHC Shares (rounded down to the nearest whole share), in each case, as set forth on the Allocation Schedule. (c) 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(e)), each Unvested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a restricted stock unit award under the ARYA Incentive Equity Plan (each, a “Rollover RSU Restricted Stock Award”) that settles in a number of ARYA Shares (rounded down to the nearest whole share) in an amount and subject to such the terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover RSU Restricted Stock Award shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Unvested Company RSU Restricted Stock Award immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could vest subject to the restricted stock unit award) or (B) adjustments required by this Section 2.4 after giving effect to the extent they conflict with the ARYA Incentive Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU AwardsMerger. (d) At the Effective Time, all Company Equity Plans shall terminate and all Company Equity Awards (whether vested or unvested) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Plans, except as otherwise expressly provided for in this Section 2.4. (ec) Prior to the Closing, the Company and AMHC shall take, or cause to be taken, all necessary or appropriate actions under the any Company Equity Plans Plan (and the underlying grant, award or similar agreements) ), including to reserve for issuance a sufficient number of shares of AMHC Shares for delivery upon exercise or vesting of the Rollover Options and Rollover Restricted Stock Awards under the Assumed Plan, or otherwise to give effect to the provisions of this Section 2.4; no less than three (3) business days prior to Closing, the Company and AMHC shall each provide to the other copies of all such necessary or appropriate actions and a meaningful opportunity to provide comments, which comments will be considered in good faith.

Treatment of Company Equity Awards. (ai) At No Company Option shall be assumed or otherwise replaced by Parent. Immediately prior to the Effective Time, by virtue and conditioned on the consummation 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(e))Merger, each Company Option (whether vested or unvested and regardless of the exercise price thereof) shall be cancelled and each holder of a Vested Company Option or an Unvested Company Option) shall cease automatically be entitled to represent the right to purchase receive cash payments totaling the sum of (A) such Company Option’s Common Shares and shall be canceled in exchange for options to purchase ARYA Shares under Allocation of the ARYA Incentive Equity Plan (eachAggregate Common Stock Closing Consideration, a “Rollover Option”) in an amount, at an less the aggregate exercise price of such Company Option (such consideration to be distributed pursuant to the terms, and subject to the conditions set forth in the Securityholder Earnout Agreement to which such holder of a Company Option is party, if applicable), plus (B) the portion allocable to such Company Option of the holder’s Pro Rata Portion of any Future Payments that may become payable pursuant to the terms of this Agreement and conditionsthe Escrow Agreement, in each case, as set forth on the Allocation Schedule. Each Rollover Option shall be case subject to the same terms and conditions withholding as provided in Section 1.6(d). (including applicable vesting, expiration and forfeiture provisionsii) that applied to the corresponding Company Option As of immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason each Company Restricted Stock Award that is unvested in whole or in part shall vest in full, and all shares of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject Company Common Stock issued in connection with such Company Restricted Stock Award shall be converted pursuant to the options) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Code1.6(b)(iii)(3). (biii) At Prior to the Effective Time, and subject to a reasonable opportunity to review and comment by virtue Parent, the Company shall have taken all actions necessary to effect the transactions anticipated by this Section 1.6(c) under the Plan, all Company Option agreements, all 105132706 v11 Company Restricted Stock Award agreements and any other plan or arrangement of the Merger Company, and without ensure that the Company, as of and following the Effective Time, is not bound by any action of any Party rights under the Plan or any other Person plan, program or arrangement (but subject toor provision thereof) providing for the issuance or grant of any interest in respect of shares of Company Common Stock. (iv) Parent shall cause the Surviving Corporation to pay as promptly as practicable after the Effective Time (or, in the case of the CompanyNon-Employee Optionholders, after the delivery of an Optionholder Letter of Transmittal in accordance with Section 2.4(e1.10(c)(ii)) to each holder of Company Options and each holder of Company Restricted Stock Awards the portion of the Aggregate Common Stock Closing Consideration payable to such holder pursuant to this Section 1.6(c) or Section 1.6(b)(iii)(3), each Vested Company RSU Award shall cease as applicable, subject to have any rights applicable withholding as provided in respect of the Company Common Shares and shall be canceled in exchange for a number of ARYA Shares (rounded down to the nearest whole shareSection 1.6(d), in accordance with the Payment Schedule. Parent shall cause the Surviving Corporation to pay to each case, as set forth on the Allocation Schedule. holder of Company Options and each holder of Company Restricted Stock Awards any amounts payable with respect to each Future Payment (c) 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(e)), each Unvested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a restricted stock unit award under the ARYA Incentive Equity Plan (each, a “Rollover RSU Award”) that settles in a number of ARYA Shares (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, any applicable withholding as provided in each case, as set forth on the Allocation Schedule. Each Rollover RSU Award shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisionsSection 1.6(d)) that applied to the corresponding Unvested Company RSU Award immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason promptly following the payment of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could vest subject such Future Payments to the restricted stock unit award) or (B) to the extent they conflict with the ARYA Incentive Equity Plan holders of Company Common Stock and (ii) such other immaterial administrative or ministerial changes as in accordance with the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU AwardsPayment Schedule. (d) At the Effective Time, all Company Equity Plans shall terminate and all Company Equity Awards (whether vested or unvested) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Plans, except as otherwise expressly provided for in this Section 2.4. (e) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plans (and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of this Section 2.4.

Treatment of Company Equity Awards. (a) At As of the First Effective Time, each outstanding restricted stock unit representing a right to receive Company Common Stock, including any restricted stock unit that vests subject to the achievement of Company performance goals under any Company Equity Plan (the “Company RSUs”) that is not then vested and is held by virtue an individual who will continue in the service of Parent or the Merger Ultimate Surviving Corporation at the First Effective Time (a “Continuing Service Provider”) shall be substituted by Parent into a Parent RSU in accordance with this Section 2.4. Each substituted Parent RSU shall continue to have, and without any action of any Party or any other Person (but shall be subject to, in the case of the Company, Section 2.4(e)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall cease to represent the right to purchase Company Common Shares and shall be canceled in exchange for options to purchase ARYA Shares under the ARYA Incentive Equity Plan (each, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover Option shall be subject to the same vesting and economically equivalent terms (including rights to dividend equivalents in cash) and conditions (including applicable vesting, expiration and forfeiture provisions) that as applied to the corresponding applicable Company Option RSUs immediately prior to the First Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Equity Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Transactions). As of the First Effective Time, except for the number of shares of Parent Stock underlying each such Parent RSU as so substituted shall be equal to the product of (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of Company Shares underlying shares that could become exercisable subject to the options) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and applicable Company RSUs multiplied by (ii) such other immaterial administrative the Per Share Stock Consideration, rounded down to the nearest whole number. To the extent a Company RSU was exempt from or ministerial changes as the ARYA Board (or the compensation committee compliant with Section 409A of the ARYA Board) may determine in good faith are appropriate Code immediately prior to effectuate the administration First Effective Time, the substitution of the Rollover Options. Such conversion each Company RSU shall occur in a manner intended so as to comply remain exempt from or compliant with Section 409A of the requirements Code, and this Section 2.4 shall be construed consistent with such intent. Each payment with respect to a Parent RSU as to which payments will be made in installments is and will be treated as a separate payment for purposes of Section 409A of the Code. (b) At Any share of Company Common Stock underlying a Company RSU that is vested as of the First Effective Time (taking into account any acceleration of vesting that occurs by the First Effective Time under the applicable award agreement or other Contract with the award holder), but as to which such underlying share of Company Common Stock has not been issued by the First Effective Time, will be issued as of immediately prior to the First Effective Time and will be treated as outstanding Company Common Stock for purposes of Section 2.1 and shall receive the applicable Per Share Merger Consideration as provided in Section 2.1 based on an Election Form submitted by the holder thereof, subject to applicable tax withholding. Any shares of Company Common Stock underlying any Company RSU that has failed to vest as of the First Effective Time and that is held by an individual who is not a Continuing Service Provider shall be cancelled at the First Effective Time without payment of any consideration. (c) As of the First Effective Time, each outstanding stock option award representing a right to purchase Company Common Stock that was granted pursuant to a Company Equity Plan and that is outstanding and exercisable as of immediately prior to the First Effective Time (each, a “Company Stock Option”) shall, by virtue of the First Merger and without any action of any Party or any other Person (but subject to, in on the case part of the Companyholder thereof, Section 2.4(e)), each Vested be cancelled and converted into and represent the right to receive an amount of cash (without interest) equal to the product of (i) the number of shares of Company RSU Award shall cease to have any rights in respect Common Stock issuable upon the exercise of the Company Common Shares and shall be canceled in exchange for a number of ARYA Shares Stock Option, multiplied by (rounded down ii) (A) the Per Share Cash Consideration, less (B) the exercise price per share attributable to the nearest whole share), Company Stock Option. As soon as practicable (and in each case, as set forth on no event more than 30 calendar days) following the Allocation Schedule. (c) At the First Effective Time, by virtue the Exchange Agent, Parent or the Ultimate Surviving Corporation shall pay to each holder of a Company Stock Option the Merger and without consideration (if any) required to be paid to any action of any Party or any other Person (but subject to, in the case of the Company, such holder pursuant to this Section 2.4(e)2.4(c), each Unvested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a restricted stock unit award under the ARYA Incentive Equity Plan (each, a “Rollover RSU Award”) that settles in a number of ARYA Shares (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover RSU Award shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Unvested Company RSU Award immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could vest subject to the restricted stock unit award) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU AwardsSection 2.5. (d) At Not later than 15 days prior to the First Effective Time, the Company shall send a notice to all holders of Company Stock Options, which notice shall notify such holders that (i) Parent, the First Surviving Corporation and the Ultimate Surviving Corporation will not be assuming any Company Stock Options at or following the First Effective Time or substituting new options therefor, (ii) all unvested Company Stock Options shall become vested and fully exercisable as of and effective immediately prior to the First Effective Time, and (iii) all Company Equity Plans shall terminate Stock Options that are not exercised prior to the First Effective Time will be cancelled and all Company Equity Awards (whether vested or unvested) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under paid the Company Equity Plans, except as otherwise expressly provided for consideration in this the manner set forth in Section 2.42.4(c). (e) Prior to the ClosingFirst Effective Time, the Company shall take, or cause to be taken, all adopt resolutions and take such other steps as are reasonably necessary or appropriate actions under for the treatment of the Company Equity Plans (RSUs and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of Company Stock Options as contemplated by this Section 2.4. (f) As soon as practicable following the Closing Date, but in no event more than 10 business days following the Closing Date, Parent will file an appropriate Registration Statement on Form S-8 or other appropriate form with respect to the offering of the Parent Shares issuable upon vesting of the Parent RSUs (the “S-8 Registration Statement”) and will use reasonable best efforts to maintain the effectiveness of the S-8 Registration Statement thereafter for so long as any of such Parent RSUs remain outstanding. (g) Prior to the First Effective Time, the Company will take all actions reasonably necessary to (i) terminate the Amended and Restated 1997 KLA-Tencor Corporation Employee Stock Purchase Plan (the “Company ESPP”) as of immediately prior to the First Effective Time, (ii) provide that any “Offering Period” (as defined in the Company ESPP) that would otherwise be in progress on the Closing Date will be shortened in accordance with Section 18 of the Company ESPP, and the last day of each such Offering Period shall be at least 10 business days prior to the Closing Date (the “Final Purchase Date”), with purchases made on the Final Purchase Date contingent upon the occurrence of the First Effective Time, and (iii) avoid the commencement of any new Offering Period under the Company ESPP at or after the Final Purchase Date and prior to the earlier of the termination of this Agreement or the First Effective Time. Any Company Shares acquired under the Company ESPP prior to or on the Final Purchase Date will be treated as outstanding Company Shares for purposes of Section 2.1 (including with respect to the Election).

Treatment of Company Equity Awards. (a) 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(e2.5(d)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall cease to represent the right to purchase shares of Company Common Shares Stock and shall be canceled in exchange for options an option to purchase ARYA Shares under the ARYA Incentive Equity Plan shares of Class A Common Stock (each, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, conditions determined as set forth on below. Each Rollover Option shall (i) be exercisable for, and represent the Allocation Scheduleright to purchase, a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Company Common Stock subject to the corresponding Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, and (ii) have an exercise price per share of Class A Common Stock (rounded up to the nearest whole cent) subject to such Rollover Option equal to (A) the exercise price per share of Company Common Stock applicable to the corresponding Company Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. Each Rollover Option shall be 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 Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) for such other immaterial administrative or ministerial changes as the ARYA AHAC Board (or the compensation committee of the ARYA AHAC Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner 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. (b) 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(e2.5(d)), each Vested Company RSU Award Warrant shall cease to have any rights in respect represent the right to purchase shares of the Company Common Shares Stock and shall be canceled in exchange for a number warrant to purchase shares of ARYA Shares (rounded down to the nearest whole share), in each case, as set forth on the Allocation Schedule. (c) 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(e)), each Unvested Company RSU Award shall cease to have any rights in respect of the Company Class A Common Shares and shall be canceled in exchange for a restricted stock unit award under the ARYA Incentive Equity Plan Stock (each, a “Rollover RSU AwardWarrant”) that settles in an amount, at an exercise price and subject to such terms and conditions determined as set forth below. Each Rollover Warrant shall (i) be exercisable for, and represent the right to purchase, a number of ARYA Shares shares of Class A Common Stock (rounded down to the nearest whole share) in equal to (A) the number of shares of Company Common Stock subject to the corresponding Company Warrant immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, and (ii) have an amount and exercise price per share of Class A Common Stock (rounded up to the nearest whole cent) subject to such terms and conditionsRollover Warrant equal to (A) the exercise price per share of Company Common Stock applicable to the corresponding Company Warrant immediately prior to the Effective Time, in each case, as set forth on divided by (B) the Allocation ScheduleExchange Ratio. Each Rollover RSU Award Warrant shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Unvested Company RSU Award Warrant immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could vest subject to the restricted stock unit award) or (B) to the extent they conflict with the ARYA Incentive Equity Plan and (ii) for such other immaterial administrative or ministerial changes as the ARYA AHAC Board (or the compensation committee of the ARYA AHAC Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU AwardsWarrants. (dc) At the Effective Time, all AHAC shall assume the Company Equity Plans shall terminate and all Company Equity Awards (whether vested or unvested) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Plans, except as otherwise expressly provided for in this Section 2.42.5. (ed) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plans (and the underlying grant, award or similar agreements) or otherwise to give effect to the provisions of this Section 2.42.5.

Treatment of Company Equity Awards. (a) At the Effective Time, by virtue As 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(e)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall cease to represent the right to purchase Company Common Shares and shall be canceled in exchange for options to purchase ARYA Shares under the ARYA Incentive Equity Plan (each, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover Option shall be 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 Effective Time, except for each Company Option that is then outstanding (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution whether such Company Option is vested or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options) or (B) unvested, but not to the extent they conflict with the ARYA Incentive Equity Plan it has theretofore been exercised) shall vest in full (if unvested in whole or in part) and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee shall be cancelled without consideration and will be of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with the requirements of Section 409A of the Codeno further force and effect. (b) At the Effective Time, by virtue As 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(e)), each Vested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a number of ARYA Shares (rounded down to the nearest whole share), in each case, as set forth on the Allocation Schedule. (c) 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(e)), each Unvested Company RSU Award shall cease to have any rights in respect of the Company Common Shares and shall be canceled in exchange for a restricted stock unit award under the ARYA Incentive Equity Plan (each, a “Rollover RSU Award”) that settles in a number of ARYA Shares (rounded down to the nearest whole share) in an amount and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule. Each Rollover RSU Award shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Unvested Company RSU Award immediately prior to the Effective Time, except for each Company Restricted Stock Award that is unvested in whole or in part shall vest in full (iand all outstanding shares of Company Common Stock issued in connection with such Company Restricted Stock Award shall be cancelled as set forth in Section 2.1(c)(ii)). (c) terms (A) rendered inoperative by reason Upon the cancellation of the transactions contemplated by Company Equity Awards pursuant to this Agreement (including Section 2.5, such Company Equity Awards shall not represent the right to acquire any anti-dilution shares of Company Stock or other similar provisions that adjust Equity Interests, and the number holder thereof shall have no right to any consideration in exchange for the cancellation of underlying shares that could vest subject to the restricted stock unit award) or (B) to the extent they conflict with the ARYA Incentive such Company Equity Plan and (ii) such other immaterial administrative or ministerial changes as the ARYA Board (or the compensation committee of the ARYA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover RSU AwardsAward. (d) At the Effective Time, all Company Equity Plans shall terminate and all Company Equity Awards (whether vested or unvested) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Plans, except as otherwise expressly provided for in this Section 2.4. (e) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the each holder of Company Equity Plans Awards that (a) will be a continuing employee following the Effective Time or (b) who is receiving an Employment Amount in connection with the Merger and the underlying grantContemplated Transactions, award shall have executed and delivered an Equity Award Surrender Agreement or similar agreements, which shall include a release of claims related to ownership of or entitlement to any rights or benefits in respect of, any Company Equity Awards, in form and substance reasonably acceptable to each of Parent and the Company (“Equity Award Surrender Agreement”). (e) or otherwise to give effect The Company shall, prior to the provisions Closing Date, take all actions necessary or desirable in connection with the treatment of Company Equity Awards contemplated by this Section 2.42.5, including obtaining the consent from each holder of any Company Equity Award (unless such consent is not required under the terms of the applicable agreement, instrument or plan).