Common use of Treatment of Company Options and Company Warrants Clause in Contracts

Treatment of Company Options and Company Warrants. Parent shall not assume any options to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting), immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parent.

Treatment of Company Options and Company Warrants. (i) At the Effective Time, the Company Stock Option Plans and all Unvested Company Options then outstanding shall be assumed by Parent shall not assume any options and converted into Parent Options in accordance with Section 5.9(a) hereof. (ii) Immediately prior to purchase shares the Effective Time, each Vested Company Option will be canceled in consideration of payment to the holder thereof of an amount equal to the excess, if any, of the Per Share Common Stock Consideration over the exercise price for each share of Company Common Stock under such Vested Company Option subject to withholding for applicable income, employment and other taxes. No later than fifteen (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated 15) days prior to the Closing Date. The Effective Time, Company shall have taken all necessary action agrees to implement and carry out give notice to the provisions holders of this Section 2.03, including, without limitation, taking Vested Company Options as to the actions described in Section 6.02(e). At the Effective Time cancellation of the Merger, Parent shall assume all issued and outstanding Vested Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), Options in accordance with the terms this Section 1.6(d), subject to reasonable review and approval of the applicable warrant agreement, in each case as adjusted notice by Parent. (iii) Immediately prior to take into account the effect resulting from the Merger as follows. At the Effective Time Time, each Company Warrant will be canceled in consideration of payment to the holder thereof of an amount equal to the excess, if any, of the Merger, Per Share Common Stock Consideration over the exercise price for each share of Company Common Stock issuable upon the exercise of such Company Warrant, whether or not vested, shall, multiplied by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the total number of shares of Company Common Stock that were issuable upon the exercise in full of such Company Warrant Warrant, in each case subject to withholding for applicable income, employment and other taxes. Company agrees to use commercially reasonable efforts to (assuming full vesting), immediately prior a) enable each holder of Company Warrants to fully exercise such Company Warrants before the Closing; (b) effect the termination of all Company Warrants outstanding at the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole sharein accordance with their terms, and (iic) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up give any notice required under any agreements relating to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parenttermination.

Treatment of Company Options and Company Warrants. Parent shall not assume On the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any options further action on the part of any Party or any other Person, each Company Option to purchase a whole share of Company Common Stock (whether vested or unvested) and each warrant to purchase a whole share of Company Common Stock (each, a “Company Warrant”) that is outstanding and unexercised as of immediately prior to the Effective Time shall be assumed and converted into a right to purchase a number of shares of Acquiror Common Stock (each, an “Acquiror Option” or an “Acquiror New Warrant,” as applicable), with each such Acquiror Option and Acquiror New Warrant then representing the right to purchase (i) the number of whole shares of Acquiror Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock (the "Company Options"), even if subject to such Company Options are outstanding Option or Company Warrant, as applicable, immediately before prior to the Effective Time multiplied by (B) the Exchange Ratio, (ii) at an exercise price per share of Acquiror Common Stock (rounded up to the Merger and are fully vested and exercisable nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock applicable to such Company Option or Company Warrant, as applicable, immediately before prior to the Effective Time by (B) the Exchange Ratio. Notwithstanding anything in this Section 3.03 to the contrary, the exercise price and the number of shares of Acquiror Common Stock subject to the Acquiror Options, as applicable, shall be determined in a manner consistent with the requirements of Section 409A of the Merger. All Code and in the case of any Company Options shall have been exercised or terminated prior Option to which Section 422 of the Code applies, the exercise price of and number of shares subject to the Closing DateAcquiror Options as applicable, shall be subject to such adjustments as are necessary in order to satisfy the requirements of Treasury Regulations Section 1.424-1(a). The Company shall have taken all necessary action to implement and carry out the provisions of Except as provided in this Section 2.033.03, including, without limitation, taking the actions described in Section 6.02(e). At each such Acquiror Option and Acquiror New Warrant shall continue following the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and shall be subject to, the same terms and conditions of such Company Warrant immediately prior as applied to the Effective Time of the Merger (includingunderlying Company Option or Company Warrant, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting)as applicable, immediately prior to the Effective Time (but taking into account any changes thereto by reason of this Agreement or the Merger, multiplied by the Common Stock Exchange Ratio and rounded down Transactions). Prior to the nearest whole shareEffective Time, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up Parties shall take all actions as are necessary to the nearest whole cent. At the Effective Time of the Merger, (x) all references in effectuate the related warrant agreements to treatment of the Company shall be deemed Options and Company Warrants pursuant to refer to Parent this Section 3.03 and (y) Parent shall assume all of cause the Company's obligations with respect Company Stock Plans to such Company Warrants as so amended. As promptly as reasonably practicable after terminate at or prior to the Effective Time Time, if so requested by Acquiror no later than five Business Days prior to the Effective Time. Between the date of this Agreement and the MergerClosing Date, Parent the Company shall issue to obtain written confirmation from each holder of any Company Options and Company Warrants that such holder will acknowledge and accept the treatment of the Company Warrant a document evidencing the foregoing adjustments Options and assumption Company Warrants contemplated by Parentthis Section 3.03.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) At the Effective Time, each option to purchase shares of acquire Company Common Stock (the "each, a “Company Options"), even if such Company Options are Option”) that is outstanding and unexercised immediately before prior to the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than under the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company WarrantEquity Plan or otherwise, whether or not vested, shallshall be converted into and become an option to purchase Parent Common Stock, by virtue and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the Merger, be assumed date of the Agreement) of the Company Equity Plan and the terms of the stock option agreement by Parent. Each which such Company Warrant so Option is evidenced. All rights with respect to Company Common Stock under Company Options assumed by Parent hereunder will continue shall thereupon be converted into rights with respect to haveParent Common Stock. Accordingly, from and be subject to, the same terms and conditions of such Company Warrant immediately prior to after the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will Option shall become exercisable in accordance with its terms) for that an option to purchase a number of whole shares of Parent Common Stock equal to determined by multiplying (i) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Warrant (assuming full vesting)Option, as in effect immediately prior to the Effective Time of Time, by (ii) the MergerExchange Ratio, multiplied by and rounding the Common Stock Exchange Ratio and rounded resulting number down to the nearest whole share, and number of shares of Parent Common Stock; at an exercise price per share determined by dividing (iiA) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; provided, however, that such conversion shall in all events occur in a manner satisfying the requirements of Sections 409A, 422 and 424 of the Code and Treasury Regulation Section 1.424-1. Except as specifically provided in this Section 3.2, following the Effective Time, each Company Option shall, if applicable, continue to be governed by the same terms and conditions as set forth in the Company Equity Plan and any agreement thereunder as were applicable immediately prior to the Effective Time; provided, however, that to the extent provided under the terms of a Company Option, such Company Option assumed by Parent in accordance with this Section 3.2(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time. In addition to the foregoing, Parent shall assume the Company Equity Plan, and the number and kind of shares available for issuance under the Company Equity Plan shall be converted into shares of Parent Common Stock in accordance with the adjustment provisions of the Company Equity Plan. (b) After the Effective Time and as soon as practicable after all requisite financial statements have been filed with the SEC, Parent shall file with the SEC a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock that are either (i) issuable upon exercise of with respect to Company Options assumed by Parent in accordance with Section 3.2(a) or (ii) reserved for future grants under the Company Equity Plan. (c) At the Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, if any, shall be converted into and become a warrant to purchase Parent Common Stock and Parent shall assume each such assumed Company Warrant will be divided in accordance with its terms as adjusted by the Exchange Ratio as provided in this Section 3.2(c). All rights with respect to Company Capital Stock under Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, each Company Warrant shall become a warrant to purchase a number of shares of Parent Common Stock, determined by multiplying (i) the number of shares of Company Common Stock that were subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; at an exercise price per share determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounded rounding the resulting exercise price up to the nearest whole cent. At Except as specifically provided in this Section 3.2, following the Effective Time of Time, each Company Warrant shall, if applicable, continue to be governed by the Merger, (x) all references same terms and conditions as set forth in the related warrant agreements Company Warrant as were applicable immediately prior to the Effective Time, and such Company Warrant shall be subject to adjustment as appropriate to reflect any stock split, division, or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time. (d) Prior to the Effective Time, each of Parent and the Company shall be deemed take all action necessary (under the Company Equity Plan, Company Warrants and otherwise) to refer to assume the Company Equity Plan by Parent and effectuate the provisions of this Section 3.2. The Company shall ensure that, as of the Effective Time, no holder of a Company Option (yor former holder of any such equity awards) Parent or Company Warrant or a participant in the Company Equity Plan shall assume all have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company's obligations with respect to such Company Warrants as so amended, the Surviving Corporation or any of their respective Subsidiaries, or any other equity interest therein (including “phantom” stock or stock appreciation rights). As promptly soon as reasonably practicable after practicable, following the Effective Time date of this Agreement, the Merger, Parent Company shall issue deliver written notice to each holder of any a Company Option or Company Warrant, to the extent applicable, informing such holder of the effect of the transactions contemplated by this Agreement on the Company Warrant a document evidencing the foregoing adjustments and assumption by ParentOptions or Company Warrants, as applicable.

Treatment of Company Options and Company Warrants. (a) Prior to the Effective Time, (i) the board of directors of the Company shall resolve and take all actions necessary pursuant to the plans and agreements governing the Company Options such that at the Effective Time: (A) each Company Option shall thereafter be entitled solely to the consideration set forth herein and (B) upon the Closing, each Company Option shall be canceled and be converted into the right to receive the consideration specifically set forth herein and (ii) the Company shall send holders of Company Options timely notice pursuant to the plans and agreements governing the Company Options of the foregoing in form and substance reasonably acceptable to Parent and obtain the written consent of holders of at least 95% of the Company Options for the cancellation and conversion of the Company Options as set forth above. (b) At the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, whether or not then currently vested or exercisable, shall not assume any options be canceled and shall entitle the Former Holder thereof to purchase shares receive an amount in cash equal to: (i) the Merger Price Per Common Share, minus the exercise price per share of Company Common Stock (the "Company Options"), even if into which such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior Option is exercisable; plus (ii) any amounts required to be paid by Parent with respect to such option share to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), Former Holder thereof in accordance with the terms of Sections 1.7 and 8.1(c), as and when such payments are required to be made (collectively, the applicable warrant agreement“Option Consideration”). The amount payable, in each case if any, pursuant to clause (i) of the preceding sentence shall be paid as adjusted promptly as reasonably practicable after the receipt of a Letter of Transmittal (as defined below). (c) To the extent not exercised prior to take into account the effect resulting from the Merger as follows. At the Effective Time of Time, at the MergerEffective Time, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions purchase shares of such Company Warrant Series A Preferred Stock that is outstanding as of immediately prior to the Effective Time of shall be canceled and shall entitle the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that Former Holder thereof to receive an amount in cash equal to: (i) each the Merger Price Per Common Share, minus the exercise price per share of Series A Preferred Stock subject to such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting), immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share, and Warrant; plus (ii) the per share exercise price for the shares of any amounts required to be paid by Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants share to the Former Holder thereof in accordance with the terms of Sections 1.7 and 8.1(c), as so amendedand when such payments are required to be made (the “Warrant Consideration”). As The amount payable, if any, pursuant to clause (i) of the preceding sentence shall be paid as promptly as reasonably practicable after the Effective Time receipt of the Merger, Parent shall issue to each holder a Letter of any such Company Warrant a document evidencing the foregoing adjustments and assumption by ParentTransmittal (as defined below).

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) As soon as practicable following the date hereof, pursuant to purchase shares the terms and provisions of Company Common Section 12(c) of the Voxeo Corporation 2007 Incentive Stock Plan (the "Company Options"“2007 Plan”), even if such each holder of one or more Company Options are outstanding issued under the 2007 Plan (the “2007 Plan Options”) shall be notified in writing or electronically that, contingent upon the Closing, (i) such holder's 2007 Plan Options shall become fully vested and exercisable, (ii) such holder has the right to either (A) exercise such holder's 2007 Plan Options by executing and delivering an exercise agreement in the form included with the 2007 Plan (the “2007 Plan Exercise Agreement”) or (B) accept the Option Consideration without interest thereon in cancellation of such 2007 Plan Options by executing and delivering an option cancellation agreement in a form reasonably acceptable to Parent and the Company, which will contain provisions that such Option holder agrees to be bound by the obligations in the Merger Agreement (the “Option Cancellation Agreement”), (iii) such holder shall be given a period of at least fifteen (15) days following delivery of such notice to execute and deliver a 2007 Plan Exercise Agreement or an Option Cancellation Agreement, and (iv) such holder's 2007 Plan Option shall terminate no earlier than the fifteen (15) day period following delivery of such notice (the “2007 Plan Notice Period”), and the Company shall take all necessary action so that such notifications occur and any such 2007 Plan Options which have not been exercised pursuant to a 2007 Plan Exercise Agreement or cancelled pursuant to an Option Cancellation Agreement shall be cancelled immediately before the and without payment thereon prior to Effective Time by virtue of the Merger and are the terms and provisions of the 2007 Plan. (b) Prior to the Effective Time, pursuant to Section 11.1(c) of the Voxeo Corporation 2012 Stock Incentive Plan (the “2012 Plan”), each holder of one or more Company Options issued under the 2012 Plan (the “2012 Plan Options”) shall be notified in writing or electronically that, contingent upon the Closing, (i) such holder's 2012 Plan Options shall become fully vested and exercisable immediately before exercisable, (ii) such holder has the Effective Time right to either (A) exercise such holder's 2012 Plan Options by executing and delivering an exercise agreement in a form reasonably acceptable to Parent and the Company, which will include provisions that such Option holder agrees to be bound by obligations set forth in the Merger Agreement (the “2012 Plan Exercise Agreement”) or (B) accept the Option Consideration without interest thereon in cancellation of such 2012 Plan Options by executing and delivering an Option Cancellation Agreement, (iii) such holder shall be given a period of at least fifteen (15) days following delivery of such notice to execute and deliver a 2012 Plan Exercise Agreement or an Option Cancellation Agreement, and (iv) such holder's 2012 Plan Option shall terminate no earlier than the Merger. All Company Options shall have been exercised or terminated prior to fifteen (15) day period following delivery of such notice (the Closing Date. The “2012 Plan Notice Period”), and the Company shall have taken take all necessary action to implement so that such notifications occur and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be any such 2012 Plan Options which have not been exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered a 2012 Plan Exercise Agreement or cancelled pursuant to Section 6.02(h)), in accordance with an Option Cancellation Agreement shall be cancelled immediately and without payment thereon prior to Effective Time by virtue of the Merger and the terms and provisions of the applicable warrant agreement2012 Plan. (c) Notwithstanding anything to the contrary set forth in this Section 2, in each case as adjusted with respect to take into account the effect resulting from the Merger as follows. At the Effective Time of the Mergera Company Option holder that executes an Option Cancellation Agreement, each such Company Warrant, whether or not vested, shall, by virtue Option holder's Pro Rata Portion of the Merger, Escrow Amount shall be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to withheld at the Effective Time and deposited with the Escrow Agent and each holder of a 2012 Plan Option shall have a contingent right to receive such holder's Pro Rata Portion of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding Escrow Amount deposited with the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable Escrow Agent in accordance with its termsSections 2.7(a)(i) for that number of whole shares of Parent Common Stock equal and 2.7(b) to the number extent released from escrow for the benefit of the Company Securityholders. (d) Each Company Option shall be cancelled and extinguished and shall cease to be exercisable for the purchase of shares of Company Common Stock that were issuable upon exercise no later than the Effective Time, by virtue of such the of the Merger and by virtue of the actions taken above, and without any action on the part of the holder. The Company Warrant (assuming full vesting)shall, immediately prior to the Effective Time Time, take all necessary actions (including adopting any necessary resolutions of the Merger, multiplied by Company Board and/or a committee of the Common Stock Exchange Ratio Company Board or providing all required notices and rounded down obtaining any required consents) to the nearest whole shareensure that all outstanding Company Options are treated as provided for in this Section 2.6, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each that no holder of any such Company Warrant Option shall have any rights thereafter with respect thereto except as expressly provided in this Section 2.6. (e) At the Effective Time, each outstanding Company Warrant, by virtue of the Merger and without any action on the part of the holder, shall automatically be cancelled and terminate in accordance with its terms without the right to receive any consideration therefor. The Company shall, prior to the Effective Time, take all necessary actions (including adopting any necessary resolutions of the Company Board and/or a document evidencing committee of the foregoing adjustments Company Board or providing all required notices and assumption by Parentobtaining any required consents) to ensure that all outstanding Company Warrants are treated as provided for in this Section 2.6, and that no holder of any such Company Warrants shall have any rights thereafter with respect thereto except as expressly provided in this Section 2.6. (f) Payments under this Agreement which are delayed beyond the Closing are intended to satisfy the requirements of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A), applicable to transaction-based compensation that is payable on account of the consummation of a change in ownership or effective control of the Company that satisfies the definition in Treasury Regulations Section 1.409A-3(i)(5)(i), and the execution of this Agreement is not intended to cause the Options to be classified as nonqualified deferred compensation plans under Section 409A of the Code. The Company and Parent shall make all payments under this agreement in a manner which satisfies Treasury Regulations Section 1.409A-3(i)(5)(iv)(A).

Treatment of Company Options and Company Warrants. Parent (i) No Company Option shall not assume any options to purchase shares of be assumed or otherwise replaced by Parent. The Parties acknowledge that in accordance with the Company Common Stock (the "Company Options")Option Plan, even if such Company Options are outstanding immediately before the Effective Time by virtue of the Merger and are without any action on the part of the Company, Parent or Merger Sub or the holders of Company Options, each Company Option outstanding and unexercised immediately prior to the Effective Time shall be accelerated in full so that each such Company Option is fully vested and exercisable immediately before prior to, but contingent upon, the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e)Time. At the Effective Time Time, each holder of an outstanding and unexercised Company Option with a per share exercise price less than the Per Share Amount (each, an “In-the-Money Option”) shall be entitled to receive an amount, in cash, without interest, equal to the excess, if any, of the MergerPer Share Amount over the per share exercise price of such In-the-Money Option (such amount being hereinafter referred to as the “Option Consideration”). Parent shall, Parent or shall assume all issued and outstanding Company Warrants other than cause the Company Warrants to, pay to the holders of In-the-Money Options the Option Consideration (after performing any required Tax withholding) as soon as practicable after the Effective Time and in any case within ten (10) Business Days thereafter. Each Company Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Amount shall automatically be cancelled as of the Effective Time without any consideration payable in respect thereof. Notwithstanding the foregoing, a portion of the Option Consideration payable to each Company Securityholder pursuant to this Section 2.6(c)(i) with respect to In-the-Money Options held by such Company Securityholder, as set forth on the Allocation Certificate, shall be (i) withheld and placed in escrow pursuant to the provisions of Section 2.9(a) and (ii) withheld and placed in the Stockholder Representative Account in accordance with Section 7.6. However, due to applicable legal limits on the duration of any deferral to option holders, any amounts not paid to holders of In-the-Money Options within five (5) years of the Effective Time will cease to be exercised pursuant payable to Section 6.02(m)such holders and instead shall be allocated to other Company Securityholders on a pro rata basis. (ii) Conditional upon the Closing, includingeach Company Option shall be cancelled and terminated as of the Effective Time in accordance with the Company Option Plan, without limitation, all rights and obligations related thereto (except as otherwise provided no holder of any such Company Option or participant in the waivers Company Option Plan shall have any rights thereafter with respect thereto, except the right to be executed and delivered pursuant receive the applicable portion of the Option Consideration with respect to Section 6.02(h)), such Company Options in accordance with the terms of the applicable warrant agreement, in each case as adjusted this Agreement. Prior to take into account the effect resulting from the Merger as follows. At the Effective Time of Time, the MergerCompany shall take all actions reasonably necessary to effect the transactions anticipated by Section 2.6(c)(i) under the Company Option Plan and all Company Options, each such Company Warrant, whether or not vested, shall, by including delivering all required notices. (iii) By virtue of the MergerMerger and without any action on the part of the Company, be assumed by Parent. Each such Parent or Merger Sub or the holders of Company Warrants, at the Effective Time: (1) each Company Common Warrant so assumed by Parent hereunder will continue to have, outstanding and be subject to, the same terms and conditions of such Company Warrant unexercised immediately prior to the Effective Time of with a per share exercise price less than the Merger Per Share Amount (includingeach, an “In-the-Money Common Warrant”) shall be entitled to receive an amount, in cash, without limitationinterest, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number excess, if any, of shares of Company Common Stock that were issuable upon the Per Share Amount over the per share exercise price of such Company In-the-Money Common Warrant (assuming full vestingsuch amount being hereinafter referred to as the “Common Warrant Consideration”), ; (2) each Company Series A Preferred Warrant outstanding and unexercised immediately prior to the Effective Time with a per share exercise price less than the Series A Preferred Preference Per Share (each, an “In-the-Money Series A Preferred Warrant”) shall be entitled to receive an amount, in cash, without interest, equal to the excess, if any, of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share, and (ii) Series A Preferred Preference Per Share over the per share exercise price for of such In-the-Money Series A Preferred Warrant (such amount being hereinafter referred to as the shares of Parent Common Stock issuable upon exercise of “Series A Preferred Warrant Consideration”); and (3) each such assumed Company Series B Preferred Warrant will be divided by the Common Stock Exchange Ratio outstanding and rounded up unexercised immediately prior to the nearest whole cent. At the Effective Time with a per share exercise price less than the Series B Preferred Preference Per Share (each, an “In-the-Money Series B Preferred Warrant”, and collectively with the In-the-Money Common Warrants and the In-the-Money Series A Preferred Warrants, the “In-the-Money Warrants”) shall be entitled to receive an amount, in cash, without interest, equal to the excess, if any, of the MergerSeries B Preferred Preference Per Share over the per share exercise price of such In-the-Money Series B Preferred Warrant (such amount being hereinafter referred to as the “Series B Preferred Warrant Consideration”, (x) all references in and collectively with the related warrant agreements Common Warrant Consideration and the Series A Preferred Warrant Consideration, the “Warrant Consideration”). Upon surrender of such Company Warrants, such Company Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and each former holder of such Company Warrants shall cease to have any rights with respect thereto, except the Company shall be deemed right to refer to Parent and (y) Parent shall assume all receive the applicable portion of the Company's obligations Warrant Consideration with respect to such Company Warrants in accordance with the terms of this Agreement. Parent shall, or shall cause the Paying Agent of the Company to, pay to the holders of In-the-Money Warrants the Warrant Consideration (after performing any required Tax withholding) as so amended. As promptly soon as reasonably practicable after the Effective Time and in any case within two (2) Business Days thereafter. Each Company Warrant outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Amount, or the Series A Preferred Preference Per Share or the Series B Preferred Preference Per Share, as the case may be, shall automatically be cancelled as of the MergerEffective Time without any consideration payable in respect thereof. Notwithstanding the foregoing, Parent shall issue a portion of the Warrant Consideration payable to each holder of any Company Securityholder pursuant to this Section 2.6(c)(iii) with respect to In-the-Money Warrants held by such Company Warrant a document evidencing Securityholder shall be (i) withheld and placed in escrow pursuant to the foregoing adjustments provisions of Section 2.9(b) and assumption (ii) withheld and placed in the Stockholder Representative Account in accordance with Section 7.6(d). Prior to the Effective Time, the Company shall take all actions necessary to effect the transactions anticipated by ParentSection 2.6(c)(iii) under the Company Warrants, including delivering all required notices.

Treatment of Company Options and Company Warrants. Parent shall not assume any options to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before a) At the Effective Time Time, by virtue of the Merger and are fully vested without any action of any Party or any other Person (but subject to, in the case of the Company, Section 2.4(d)), each Company Option (whether a Vested Company Option or an Unvested Company Option) that is outstanding and exercisable unexercised as of immediately before prior to the Effective Time shall be assumed by ARYA and converted into an option to purchase a number of ARYA Shares (such option, a “Rollover Option”) equal to the Merger. All product (rounded down to the nearest whole number) of (x) the number of Company Options shall have been exercised or terminated Common Shares subject to such Company Option immediately prior to the Closing DateEffective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio; provided, however, that such conversion shall occur in a manner intended to comply with (A) the requirements of Section 409A of the Code and (B) in the case of any Rollover Option that is an Incentive Stock Option, the requirements of Section 424 of the Code. The 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 shall have taken all necessary action Option immediately prior to implement and carry out the provisions of Effective Time, except (I) as provided above in this Section 2.032.4(a), including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time or (II) as to terms (1) rendered inoperative by reason of the Mergertransactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that are subject to any such option), Parent shall assume or (2) 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. (b) Immediately prior to the Closing, all issued and outstanding Company Warrants other than the shall be “net” exercised in exchange for Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), Common Shares in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue Agreement and shall no longer be outstanding and shall automatically be cancelled, extinguished and retired and shall cease to haveexist, and be subject toeach holder thereof shall cease to have any rights with respect thereto, other than, for the same terms and conditions avoidance of such doubt, with respect to the Company Warrant Common Shares into which Company Warrants are exchanged. (c) As of immediately prior to the Effective Time Time, all Company Equity Plans shall terminate, provided that Rollover Options shall continue to be governed by the terms of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding Company Equity Plan under which the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal Rollover Option was granted subject to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant adjustments in Section 2.4(a). (assuming full vesting), immediately d) At or prior to the Effective Time Time, the Parties and their respective boards of directors, as applicable, shall adopt any resolutions and take any actions that are reasonably necessary to effectuate the treatment of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down Company Options pursuant to this Section 2.4. Prior to the nearest whole shareClosing, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall take, or cause to be deemed to refer to Parent and (y) Parent shall assume taken, all of other reasonably necessary or appropriate actions under the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after Equity Plans, under the Effective Time of underlying grant, award or similar agreement, under the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing Agreement and otherwise to give effect to the foregoing adjustments and assumption by Parentprovisions of this Section 2.4.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) Subject to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time occurrence of the Merger Acceptance Time, the Company and are fully vested and exercisable the Company Board of Directors (or the appropriate committee thereof): (i) shall cause, effective as of immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing DateAcceptance Time, the vesting and exercisability of each then outstanding Company Option held by any Person then performing services as an employee, director or consultant of the Company immediately prior to the Acceptance Time to be fully accelerated, and (ii) shall cause, effective as of the Acceptance Time, each then outstanding Company Option, without regard to the identity of the holder, to be cancelled and terminated as of the Acceptance Time (if not exercised prior to the Acceptance Time) and the holder thereof to become entitled to receive an amount of cash, if any, from the Company equal to the product of (A) the excess, if any, of the Offer Price over the exercise price per Share of such Company Option, and (B) the number of Shares subject to the exercisable portion of such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Company Option Consideration shall have taken all necessary action to implement and carry out be paid by the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At Surviving Corporation as soon as practicable following the Effective Time of Time. (b) Subject to the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time consummation of the Merger, each such Company WarrantWarrant which has been issued by the Company and is outstanding at the Effective Time, whether or not vested, shall, by virtue then exercisable and without regard to the identity of the Mergerholder, (i) shall be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to haveexchanged for, and be subject to, the same terms and conditions holder of such Company Warrant immediately prior shall be entitled to receive, upon surrender of such holder’s Company Warrants to the Effective Time Company for cancellation, or (ii) shall become exercisable for, and the holder of such Company Warrant shall be entitled to receive upon such exercise and surrender of the Company Warrant for cancellation, cash equal to the product of (i) the excess, if any, of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding Consideration over the acceleration exercise price per Share of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable and (or will become exercisable in accordance with its termsii) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise Shares subject to the exercisable portion of such Company Warrant (assuming full vestingsuch amount being hereinafter referred to as the “Warrant Consideration”), immediately prior to . The Warrant Consideration shall be paid by the Surviving Corporation as soon as practicable following the later of the Effective Time or such exercise and surrender of such Company Warrant. (c) The Company shall take all corporate or other actions necessary to effectuate the treatment of the Merger, multiplied Company Options and the Company Warrants as contemplated by this Section 2.5 and to ensure that (i) all awards issued under the Common Company Stock Exchange Ratio and rounded down to Plan shall be settled as of the nearest whole shareEffective Time, and (ii) neither any holder of Company Options and Company Warrants, nor any other participant in any Company Stock Plan, shall have any right thereunder to acquire any securities of the per share exercise price for Company, the shares Surviving Corporation or Parent, or to receive any payment or benefit with respect to any award previously granted under the Company Stock Plan, except as provided in this Section 2.5. (d) As soon as practicable after the execution of Parent Common Stock issuable upon exercise of each such assumed this Agreement, the Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up shall, after consultation with Parent, deliver to the nearest whole cent. At the Effective Time holders of the Merger, (x) all references in the related warrant agreements Company Options appropriate notices setting forth such holders’ rights pursuant to the Company shall be deemed to refer to Parent Stock Plan and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amendedthis Agreement. As promptly soon as reasonably practicable after the Effective Time execution of this Agreement, the MergerCompany shall, Parent shall issue after consultation with Parent, deliver to each holder the holders of any Company Warrants appropriate notices setting forth such Company Warrant a document evidencing holders’ rights pursuant to the foregoing adjustments applicable warrant and assumption by Parentthis Agreement.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) Effective as of the Effective Time, each option to purchase shares of the Company Common Stock (the "a “Company Options"), even if such Option”) granted under any Company Options are Group Stock Plan that is outstanding and unexercised immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company WarrantTime, whether or not vestedthen vested or exercisable, shall, by virtue of the Merger, shall be assumed by ParentPubCo and shall be converted into a stock option (a “Closing PubCo Option”) to acquire shares of PubCo Common Stock in accordance with this Section 3.5(a). Each such Company Warrant Closing PubCo Option as so assumed by Parent hereunder will and converted shall continue to have, and shall be subject to, the same terms and conditions of such (the “Original Option Terms”) as applied to the Company Warrant Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable Company Group Stock Plan, in any award agreement or in such Company Option by reason of this Agreement or the Transactions). As of the Merger (includingEffective Time, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will Closing PubCo Option as so assumed and converted shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent PubCo Common Stock determined by multiplying the number of shares of the Company Common Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. The Company shall terminate the Company Group Stock Plans as of the Effective Time. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of Closing PubCo Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 3.5. (b) As of the Effective Time, each holder of Company Options entitled to receive Closing PubCo Options pursuant to Section 3.5(a) shall also receive an additional number of stock options to acquire shares of PubCo Common Stock (each, a “Contingent Option”) equal to the product of (i) the number of Company Options held by such holder, and (ii) Earnout Ratio, which product shall be rounded down to the nearest whole number of shares. Each Contingent Option shall have the same per share exercise price as each Closing PubCo Option, and shall, except as set forth in this Section 3.5(b), be subject to the Original Option Terms. Each Contingent Option shall become vested and exercisable on the later of the date set forth in the Original Option Terms and the following applicable date, provided that the holder of the Contingent Option remains employed by PubCo or a Subsidiary of PubCo through such date: (A) as to one half of the Contingent Options, the date of the release of Stockholder Earnout Shares pursuant to Section 3.6(c)(i); and (B) as to the remaining half of the Contingent Options, the date of the release of Stockholder Earnout Shares pursuant to Section 3.6(c)(ii). Any Contingent Options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate on the day following such fifth anniversary and the holder thereof shall have no rights with respect to such Contingent Options thereafter. Notwithstanding anything to the contrary, if a Contingent Option is forfeited because a holder of the Contingent Option does not remain employed by, or in the service of, PubCo or a Subsidiary of PubCo through an applicable vesting date, the shares of PubCo Common Stock underlying such Contingent Option shall revert back to the Earnout Escrow Account for release, if applicable, to the Stockholder Earnout Group. (c) The Company shall take all commercially reasonable actions to effect the treatment of Company Options as set forth in this Agreement and in accordance with the Company Group Stock Plans and the applicable award agreements and to ensure that no Closing PubCo Option may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form, including Form S-1 or Form S-3) of PubCo. The Company Board shall amend the Company Group Stock Plans and take all other necessary actions, effective as of immediately prior to and contingent upon the Closing, in order to (i) cancel the remaining unallocated share reserve under the Company Group Stock Plans and provide that shares in respect of any awards granted under the Company Group Stock Plans that for any reason become re-eligible for future issuance, shall be cancelled, and (ii) provide that no new awards will be granted under the Company Group Stock Plans. (d) Except as set forth in the final sentence of this Section 3.5(d), effective as of the Effective Time, each warrant to purchase shares of Company Capital Stock (each, a “Company Warrant”) that is issued and outstanding immediately prior to the Effective Time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Merger and without any action on the part of PubCo, the Company or the holder of any such Company Warrant, shall be converted into the right to receive a number of shares of PubCo Common Stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Company Common Capital Stock that were issuable upon the exercise of such Company Warrant on a net exercise basis, less applicable Taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Company Warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the Effective Time for no consideration or payment. As of the Effective Time, all Company Warrants shall no longer be outstanding and each former holder of a Company Warrant shall cease to have any rights with respect to such Company Warrant, except as set forth in this Section 3.5(d). Effective as of the Effective Time, by virtue of the Merger and without any action on the part of PubCo, the Company or the parties thereto, Acquiror shall assume all (assuming full vestingA) Company Warrants and contractual obligations to issue Company Warrants, in each case as set forth on Section 3.5(d) of the Company Schedules and (B) any other Company Warrants that are not held by Specified Warrantholders and have not been converted into the right to receive shares of PubCo Common Stock pursuant to this Section 3.5(d). (e) Notwithstanding the foregoing, the conversions described in paragraphs (a) through (c) of this Section 3.5 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, each Closing PubCo Option shall be subject to the Acquiror Omnibus Incentive Plan (and considered “Substitute Awards” for purposes thereof) and to the same terms and conditions, including any vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time Time, except for such terms rendered inoperative by reason of the MergerTransactions and except as otherwise provided in Section 3.5(b) and this Section 3.5(e), multiplied subject to such adjustments as reasonably determined by the Common Stock Exchange Ratio and rounded down PubCo Board to be necessary or appropriate to give effect to the nearest whole share, conversion or the Transactions in accordance with the Acquiror Omnibus Incentive Plan and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parentapplicable Law.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) Subject to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time occurrence of the Merger Acceptance Time, the Company and are fully vested and exercisable the Company Board of Directors (or the appropriate committee thereof): (i) shall cause, effective as of immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing DateAcceptance Time, the vesting and exercisability of each then outstanding Company Option held by any Person then performing services as an employee, director or consultant of the Company immediately prior to the Acceptance Time to be fully accelerated, and (ii) shall cause, effective as of the Acceptance Time, each then outstanding Company Option, without regard to the identity of the holder, to be cancelled and terminated as of the Acceptance Time (if not exercised prior to the Acceptance Time) and the holder thereof to become entitled to receive an amount of cash, if any, from the Company equal to the product of (A) the excess, if any, of the Offer Price over the exercise price per Share of such Company Option, and (B) the number of Shares subject to the exercisable portion of such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Company Option Consideration shall have taken all necessary action to implement and carry out be paid by the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At Surviving Corporation as soon as practicable following the Effective Time of Time. (b) Subject to the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time consummation of the Merger, each such Company WarrantWarrant which has been issued by the Company and is outstanding at the Effective Time, whether or not vested, shall, by virtue then exercisable and without regard to the identity of the Mergerholder, (i) shall be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to haveexchanged for, and be subject to, the same terms and conditions holder of such Company Warrant immediately prior shall be entitled to receive, upon surrender of such holder’s Company Warrants to the Effective Time Company for cancellation, or (ii) shall become exercisable for, and the holder of such Company Warrant shall be entitled to receive upon such exercise and surrender of the Company Warrant for cancellation, cash equal to the product of (i) the excess, if any, of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding Consideration over the acceleration exercise price per Share of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable and (or will become exercisable in accordance with its termsii) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise Shares subject to the exercisable portion of such Company Warrant (assuming full vestingsuch amount being hereinafter referred to as the “Warrant Consideration”), immediately prior to . The Warrant Consideration shall be paid by the Surviving Corporation as soon as practicable following the later of the Effective Time or such exercise and surrender of such Company Warrant. (c) The Company shall take all corporate or other actions necessary to effectuate the treatment of the Merger, multiplied Company Options and the Company Warrants as contemplated by this Section 2.5 and to ensure that (i) all awards issued under the Common Company Stock Exchange Ratio and rounded down to Plan shall be settled as of the nearest whole shareEffective Time, and (ii) the per share exercise price for the shares neither any holder of Parent Common Company Options and Company Warrants, nor any other participant in any Company Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and rounded up Plan, shall have any right thereunder to the nearest whole cent. At the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all acquire any securities of the Company's obligations , the Surviving Corporation or Parent, or to receive any payment or benefit with respect to such any award previously granted under the Company Warrants Stock Plan, except as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parentprovided in this Section 2.5.

Treatment of Company Options and Company Warrants. Parent (a) Immediately prior to the Effective Time, each outstanding Company Option shall not assume any options become fully vested and exercisable in full. At the Effective Time, each unexercised Company Option shall be cancelled and converted into the right to purchase shares receive for each share of Company Common Stock subject to such Company Option, the sum of (i) (A) the Per Share Closing Merger Consideration Amount, minus (B) the exercise price of such Company Option (the "“Closing Net Option Payment”), plus (ii) the Per Share Closing Working Capital Adjustment Amount, if any, pursuant to the terms of Section 1.13, plus (iii) the Per Share Earnout Amount, if any, pursuant to the terms of Section 1.14, plus (iv) the Per Share Escrow Release Amount, if any, pursuant to the terms of Section 8.8, plus (v) the Per Share Expense Fund Distribution Amount, if any, pursuant to the terms of Section 8.2(b), (it being understood that, if the exercise price payable in respect of a share of Company Common Stock subject to any Company Option exceeds the sum of Per Share Closing Merger Consideration Amount, the Per Share Closing Working Capital Adjustment Amount, the Per Share Earnout Amount, the Per Share Escrow Release Amount, and the Per Share Expense Fund Distribution Amount, then the amount payable hereunder with respect to such Company Option shall be zero). Within three (3) Business Days after the Closing, Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Options"), even the applicable Closing Net Option Payment, if any, for each share underlying such holder’s Company Options less any required withholding of Taxes under applicable Law. Notwithstanding anything contained herein to the contrary, all payments to holders of Company Options under this Section 1.8(a) will be subject to such holder executing and delivering to the Company a duly executed agreement (in form and substance reasonably satisfactory to Parent and the Company) pursuant to which such holder agrees to (a) a release of claims and covenant not to xxx in favor of the Company and its Affiliates in respect of such Company Options are outstanding immediately before the Effective Time of the Merger held by such holder and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior (b) to the Closing Date. The Company shall have taken all necessary action to implement and carry out be bound by the provisions of this Section 2.03Agreement applicable to Company Securityholders, includingincluding the indemnification obligations of Company Securityholders under Article VIII hereunder. (b) The Company shall comply with all provisions of the Company Warrants applicable to the transactions contemplated hereby. Without limiting the foregoing, without limitation, taking the actions described in Section 6.02(e)Company shall provide any notices to the holders of such Company Warrants as required therein. At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the MergerTime, each unexercised Company Warrant shall be cancelled and converted into the right to receive for each share of Company Common Stock subject to such Company Warrant, whether or not vested, shall, by virtue the sum of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its termsA) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon Per Share Closing Merger Consideration Amount, minus (B) the exercise price of such Company Warrant (assuming full vestingthe “Closing Net Warrant Payment”), immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole share, and plus (ii) the per share Per Share Closing Working Capital Adjustment Amount, if any, pursuant to the terms of Section 1.13, plus (iii) the Per Share Earnout Amount, if any, pursuant to the terms of Section 1.14, plus (iv) the Per Share Escrow Release Amount, if any, pursuant to the terms of Section 8.8, plus (v) the Per Share Expense Fund Distribution Amount, if any, pursuant to the terms of Section 8.2(b), (it being understood that, if the exercise price for the shares payable in respect of Parent a share of Company Common Stock issuable upon exercise of each such assumed subject to any Company Warrant will be divided by exceeds the Common Stock Exchange Ratio sum of Per Share Closing Merger Consideration Amount, the Per Share Closing Working Capital Adjustment Amount, the Per Share Earnout Amount, the Per Share Escrow Release Amount, and rounded up to the nearest whole cent. At Per Share Expense Fund Distribution Amount, then the Effective Time of the Merger, (x) all references in the related warrant agreements to the Company shall be deemed to refer to Parent and (y) Parent shall assume all of the Company's obligations amount payable hereunder with respect to such Company Warrants as so amendedWarrant shall be zero). As promptly as reasonably practicable Within three (3) Business Days after the Effective Time of the MergerClosing, Parent shall issue pay by wire transfer of immediately available funds to the Surviving Corporation and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Warrants, the applicable Closing Net Warrant Payment, if any, for each share underlying such holder’s Company Warrants less any required withholding of Taxes under applicable Law. Notwithstanding anything contained herein to the contrary, all payments to holders of Company Warrants under this Section 1.8(b) will be subject to such holder executing and delivering to the Company a duly executed agreement (in form and substance reasonably satisfactory to Parent and the Company) pursuant to which such holder agrees to (a) a release of any claims and covenant not to xxx in favor of the Company and its Affiliates in respect of such Company Warrant a document evidencing Warrants held by such holder and (b) to be bound by the foregoing adjustments and assumption by Parentprovisions of this Agreement applicable to Company Securityholders, including the indemnification obligations of Company Securityholders under Article VIII hereunder.

Treatment of Company Options and Company Warrants. Parent shall not assume any options (a) In accordance with and subject to purchase shares the Plan of Arrangement, each Company Common Stock (the "Company Options"), even if such Company Options are Option outstanding immediately before at the Effective Time of the Merger and are fully Time, whether vested and exercisable immediately before the Effective Time of the Merger. All Company Options or unvested, shall have been exercised or terminated prior be deemed to be vested to the Closing Date. The fullest extent, will cease to represent an option or other right to acquire Company Shares and shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), exchanged in accordance with the terms Plan of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shall, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, and be subject to, the same terms and conditions of such Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such Company Warrant will be exercisable (or will become exercisable Arrangement for an option issued in accordance with its termsthe Purchaser Equity Incentive Plan (a “Replacement Option”) for that number of whole shares of Parent Common Stock equal to purchase from the Purchaser the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant Purchaser Shares (assuming full vesting), immediately prior to the Effective Time of the Merger, multiplied by the Common Stock Exchange Ratio and rounded down to the nearest whole sharenumber) equal to: (i) the Exchange Ratio, and multiplied by (ii) the per share number of Company Shares subject to such Company Option immediately prior to the Effective Time, at an exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and per Purchaser Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. At Each Replacement Option shall be exercisable (i) in the case of Company Options held by Continuing Company Representatives, until the original expiry date of such Company Option; and (ii) in the case of Company Options held by Non-Continuing Company Representatives, until the earlier of: (A) the date that is 12 months following the Effective Date; and (B) the original expiry date of such Company Option. Except as set out above, all other terms and conditions of such Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Company Option so exchanged, and any document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Replacement Option; provided that, it is intended that the provisions of subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial Tax legislation) shall apply to such exchange of Company Option for Replacement Options. Notwithstanding the foregoing, in the event that the In-The-Money Amount in respect of a Replacement Option exceeds the In-The-Money Amount in respect of the Company Option, the exercise price per Purchaser Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the In-The-Money Amount in respect of the Merger, (x) all references Replacement Option does not exceed the In-The-Money Amount in the related warrant agreements to respect of the Company shall be deemed to refer to Parent and Option, as the case may be. (yb) Parent shall The Purchaser agrees that for the period from the Effective Date until expiry of the Company Warrants (in accordance with their respective terms), the Purchaser will assume all of the Company's covenants and obligations of the Company under the Company Warrants and in accordance with the terms and conditions of the applicable warrant indentures or certificates, as applicable, do all things necessary to provide for the application of the provisions set forth in such warrant indentures or certificates with respect to the rights and interest of the holders thereof, such that, upon exercise, a Company Warrant will entitle the holder thereof to receive, in lieu of Company Shares to which such holder was theretofore entitled upon exercise and for the same consideration, the kind and aggregate number of Purchaser Shares that such holder would have been entitled to receive if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Company Shares to which such holder was theretofore entitled upon exercise of such Company Warrants, and the Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time will otherwise be valid and binding obligations of the MergerPurchaser entitling the holders thereof, Parent shall issue as against the Purchaser, to each holder all the rights of such holders as set out in their respective warrant indentures or certificates, as the case may be. In addition, the Warrant Shares may only be issued pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States, if any. If the Warrant Shares are issued pursuant to an available exemption, they will be considered “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and prior to the issuance of any Warrant Shares, the Purchaser may require evidence (which may include an opinion of counsel) reasonably satisfactory to the Purchaser to the effect that the issuance of such Company Warrant a document evidencing Purchaser Shares does not require registration under the foregoing adjustments and assumption by ParentU.S. Securities Act or applicable securities laws of any state of the United States.

Treatment of Company Options and Company Warrants. Parent shall not assume any options to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). a) At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shallTime, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, Merger and be without any action of any Party or any other Person (but subject to, in the case of the Company, Section 2.2(d)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall be converted into an option to purchase a number of shares of ACAH New Common Shares upon substantially the same terms and conditions (but taking into account any accelerated vesting provided for in the Company Equity Plan or in any award agreement by reason of this Agreement or the transactions contemplated hereby) as are in effect with respect to such Company Warrant Option immediately prior to the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of including with respect to vesting and exercisability on certain transactionstermination-related provisions (such option, an “Exchanged Option”), except that (i) each such Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for Exchanged Option shall represent the right to purchase that whole number of ACAH New Common Shares (rounded down to the nearest whole shares of Parent Common Stock number) equal to the product of (A) the number of shares of Company Common Stock that were issuable upon exercise of Shares subject to such Company Warrant (assuming full vesting), Option immediately prior to the Effective Time of the Merger, multiplied by (B) the Common Stock Exchange Ratio and rounded down to the nearest whole shareRatio, and (ii) the exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio and Exchanged Option (rounded up to the nearest whole cent. At ) shall be equal to the quotient of (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. The conversion of the MergerCompany Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, (x) all references in the related warrant agreements to the such that such conversion will not constitute a “modification” of such Company shall be deemed to refer to Parent and (y) Parent shall assume all Options for purposes of Section 409A or Section 424 of the Company's obligations Code. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of an Exchanged Option will cease to have any rights with respect to such Company Warrants Options except as so amended. As promptly as reasonably practicable after set forth herein. (b) Following the Effective Time, no new awards will be granted under the Company Equity Plan. (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 2.2(d)), the SVB Warrant, to the extent not exercised prior to the Effective Time, shall cease to represent a warrant to purchase Company Shares and will be converted automatically into a warrant for ACAH Shares exercisable on the terms and conditions set forth therein for the portion of the Aggregate Share Consideration which such holder would have received if it had exercised such SVB Warrant immediately prior to the Effective Time of (after giving effect to the MergerCompany Note Conversion, Parent shall issue to each holder of any such the Company Warrant Conversion and the Company Preferred Conversion). (d) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions (including adopting resolutions by the Company Board or a document evidencing committee thereof) under the foregoing adjustments Company Equity Plan, or other applicable instruments under the underlying grant, award, warrant or similar agreement and assumption by Parentotherwise to give effect to the provisions of this Section 2.2. Prior to such adoption, the Company will provide ACAH with drafts of, and a reasonable opportunity to comment on, all such resolutions.

Treatment of Company Options and Company Warrants. Parent shall not assume any options to purchase shares of Company Common Stock (the "Company Options"), even if such Company Options are outstanding immediately before the Effective Time of the Merger and are fully vested and exercisable immediately before the Effective Time of the Merger. All Company Options shall have been exercised or terminated prior to the Closing Date. The Company shall have taken all necessary action to implement and carry out the provisions of this Section 2.03, including, without limitation, taking the actions described in Section 6.02(e). a) At the Effective Time of the Merger, Parent shall assume all issued and outstanding Company Warrants other than the Company Warrants to be exercised pursuant to Section 6.02(m), including, without limitation, all rights and obligations related thereto (except as otherwise provided in the waivers to be executed and delivered pursuant to Section 6.02(h)), in accordance with the terms of the applicable warrant agreement, in each case as adjusted to take into account the effect resulting from the Merger as follows. At the Effective Time of the Merger, each such Company Warrant, whether or not vested, shallTime, by virtue of the Merger, be assumed by Parent. Each such Company Warrant so assumed by Parent hereunder will continue to have, Merger and be 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) that is outstanding and unexercised as of immediately prior to Effective Time shall be converted into an option issued under the ENVI Incentive Equity Plan to purchase a number of ENVI Shares (such option, a “Rollover Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of Company Common Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (ii) the Exchange Ratio; provided, however, that such conversion shall occur in a manner intended to comply with (A) the requirements of Section 409A of the Code and (B) in the case of any Rollover Option that is an Incentive Stock Option, the requirements of Section 424 of the Code. 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 (I) as provided above in this Section 2.4(a), or (II) as to (1) terms rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that may have adjusted or may adjust the number of underlying shares that are subject to any such option until the Effective Time), or (2) such other immaterial administrative or ministerial changes as the ENVI Board (or the compensation committee of the ENVI Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. (b) At the Effective Time, each Company Warrant, to the extent outstanding and unexercised, shall automatically, without any action of any Party or any other Person (including the holder thereof), be assumed by ENVI and converted into a warrant to acquire a number of ENVI Class A Shares equal to the product (rounded down to the nearest whole number) of (x) the number of Company Common Shares (on an as converted basis) subject to such Company Warrant immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of such Company Warrant immediately prior to the Effective Time of Time, divided by (ii) the Merger Exchange Ratio (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting and exercisability on certain transactions), except that (i) each such resulting warrant, an “Assumed Warrant”). (c) Each Assumed Warrant shall be subject to the same terms and conditions as were applicable to such corresponding Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant (assuming full vesting), immediately prior to the Effective Time (including vesting conditions, if any), except for terms rendered inoperative by reason of the Mergertransactions contemplated by this Agreement (including any anti-dilution or other similar provisions that may have adjusted or may adjust the number of underlying shares that are subject to such Assumed Warrant until the Effective Time). (d) As of the Effective Time, multiplied by all Company Equity Plans shall terminate, and all Company Options (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 Common Stock Exchange Ratio and rounded down Company Equity Plan, except as otherwise expressly provided for in this Section 2.4. (e) At or prior to the nearest whole shareEffective Time, the Parties and (ii) their respective boards of directors, as applicable, shall adopt any resolutions and take any actions that are reasonably necessary to effectuate the per share exercise price for treatment of the shares of Parent Common Stock issuable upon exercise of each such assumed Company Warrant will be divided by the Common Stock Exchange Ratio Options and rounded up Company Warrants pursuant to this Section 2.4. Prior to the nearest whole cent. At the Effective Time of the MergerClosing, (x) all references in the related warrant agreements to the Company shall take, or cause to be deemed taken, all other reasonably necessary or appropriate actions under the Company Equity Plans, under the underlying grant, award or similar agreement and otherwise to refer give effect to Parent and (y) Parent shall assume all the provisions of the Company's obligations with respect to such Company Warrants as so amended. As promptly as reasonably practicable after the Effective Time of the Merger, Parent shall issue to each holder of any such Company Warrant a document evidencing the foregoing adjustments and assumption by Parentthis Section 2.4.