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

Treatment of Company Options and Warrants. (a) As of the Offer Acceptance Time, each Company Option that is then outstanding and unexercised, whether or not vested, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be converted into the right to receive (x) a cash payment equal to (i) the excess, if any, of (A) the Closing Amount over (B) the exercise price payable per Share under such Company Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting) and (y) a CVR with respect to the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting). No holder of a Company Option that has an exercise price per Share that is equal to or greater than the Closing Amount shall be entitled to any payment with respect to such cancelled Company Option before or after the Offer Acceptance Time. (b) As soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time), the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable with respect to Company Options through, to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant an amount in cash equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant and (ii) one CVR.

Treatment of Company Options and Warrants. (a) As Effective as of the Offer Acceptance Effective Time, each Company Option that is then outstanding and unexercisednot exercised or terminated pursuant to its terms at or immediately prior to the Effective Time, whether or not vestedvested or exercisable, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be converted into a stock option to acquire shares of PubCo Class A Common Stock (a “Converted Class A Option”), or in the right case of Company Options held by members of the Founder Group, shares of PubCo Class B Common Stock (a “Converted Class B Option” and, together with any Converted Class A Option, a “Converted Option”). Each such Converted Option shall continue to receive have, and shall be subject to, the same terms and conditions as applied to the underlying Company Option from which such Converted Option was converted immediately prior to the Effective Time (xas adjusted pursuant to this Section 3.07(a) a cash payment equal in accordance with the applicable Company Stock Plan and any award agreement). As of the Effective Time, each such Converted Option as so assumed and converted shall constitute an option to acquire (i) the excess, if any, that number of shares of PubCo Class A Common Stock or PubCo Class B Common Stock (as applicable) determined by multiplying (A) the Closing Amount over (B) the exercise price payable per Share under such Company Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such underlying Company Option immediately prior to the Offer Acceptance Effective Time by (without regard to vestingB) and (y) a CVR with respect the Exchange Ratio, which product shall be rounded down to the total nearest whole number of shares shares, (ii) at an exercise price per share determined by dividing the exercise price per share of Company Common Stock subject to such the underlying Company Option immediately prior to the Offer Acceptance Effective Time (without regard to vesting). No holder of a Company Option that has an exercise price per Share that is equal to or greater than by the Closing Amount Exchange Ratio, which quotient shall be entitled rounded up to the nearest whole cent. As of the Effective Time, all Company Options shall cease to be outstanding and each Company Optionholder shall cease to have any payment rights with respect to such cancelled Company Options, except with respect to the resulting Converted Options, as set forth in this ‎Section 3.07(a). Notwithstanding anything in this ‎Section 3.07(a) to the contrary, the exercise price and the number of shares of PubCo Class A Common Stock or PubCo Class B Common Stock, as applicable, subject to each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of any Company Option before or after that is intended to qualify as an incentive stock option within the Offer Acceptance Timemeaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. (b) As soon Effective as reasonably practicable after the Effective Time (but no later than the second payroll date after of the Effective Time), each warrant to purchase shares of Company Capital Stock (each, a “Company Warrant”) that is issued and outstanding and not exercised or terminated pursuant to its terms at or immediately prior to the Effective Time, by virtue of the Mergers and without any action on the part of PubCo, the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable with respect to Company Options through, to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent or the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to any such Company Options Warrant, shall be paid canceled and each warrant holder shall be entitled to receive shares of Company Capital Stock in accordance with the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b)terms of such Company Warrant. (c) Prior Notwithstanding the foregoing, the conversions described in ‎Section 3.07(a) 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 Converted Option shall be subject to the Initial Expiration DateCompany Stock Plan and to the same terms and conditions, including, without limitation, any vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time, except for such terms rendered inoperative by reason of the Transactions, subject to such adjustments as reasonably determined by the PubCo Board to be necessary or appropriate to give effect to the conversion or the Transactions. (d) No later than immediately prior to the Closing, the Company shall use commercially reasonable efforts to take all actions, including obtaining appropriate resolutions of the Company Board and providing all notices, in each case, that are necessary to: (i) provide holders of each outstanding and unexercised Company Warrant with written notice of effectuate the Merger, including the effect of the Merger on such Company Warrant, transactions contemplated by this ‎Section 3.07; and (ii) to provide for the extent permitted pursuant to termination of the Company Warrants set forth on Schedule 2.8(cStock Plan (other than with respect to Converted Options), to cause each outstanding and unexercised Company Warrant to be cancelled effective as of the Effective Time in exchange Closing of the Mergers, which notices, resolutions or otherwise shall be made available to Acies for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant an amount in cash equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant its reasonable review and (ii) one CVRcomment.

Treatment of Company Options and Warrants. (a) As of At the Offer Acceptance Effective Time, each Company Option that is then outstanding and unexercisedunexercised immediately prior to the Effective Time under the Company Equity Plan, whether or not vested, shall be cancelledconverted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Equity Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Equity Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the assumption of the Company Options by Parent to purchase shares of Parent Common Stock). Further, All rights with respect to those Persons holding such cancelled Company Common Stock under Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the right to receive (x) a cash payment equal to Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the excess, if any, number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the Closing Amount over number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the exercise price payable per Share under such Company OptionExchange Ratio, multiplied by (ii) and rounding the total resulting number down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option Option, as in effect immediately prior to the Offer Acceptance Time Effective Time, by (without regard B) the Exchange Ratio and rounding the resulting exercise price up to vesting) the nearest whole cent and (yiv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the Parent Board or a CVR committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the total contrary in this Section 3.3(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock shall be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the conversion of a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. (b) Parent shall file with the SEC, as soon as reasonably practicable after the Effective Time, 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 issuable with respect to Company Options assumed by Parent in accordance with Section 3.3(a)(i). (c) At the Effective Time, each Company Warrant outstanding immediately prior to the Effective Time (that shall not terminate per its own terms upon the Effective Time) shall be automatically assumed by Parent and shall become a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant, such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting). No holder of a Company Option that has an exercise price per Share that is equal to or greater than the Closing Amount shall be entitled to any payment with respect to such cancelled Company Option before or after the Offer Acceptance Time. (b) As soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time), the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable with respect to Company Options through, to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share shares of Company Common Stock issuable upon the exercise conversion of Company Preferred Stock) subject to the unexercised portion of such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded down to the nearest whole share number), at an amount in cash exercise price per share equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant and immediately prior to the Effective Time divided by the Exchange Ratio (iirounded up to the nearest whole cent) one CVR(each, as so adjusted, an “Adjusted Warrant”). The Company shall, prior to the Effective Time, take all actions necessary or desirable in connection with the treatment of Company Warrants contemplated by this Section 3.3(c). Parent shall take all corporate actions necessary to reserve for issuance of shares of Parent Common Stock that will be subject to the Adjusted Warrants.

Treatment of Company Options and Warrants. (a) As of the Offer Acceptance Time, each Each Company Option that is then outstanding and unexercised, (whether vested or not vested, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months unvested) as of immediately prior to the Offer Acceptance Time, such cancelled Company Options Effective Time shall be assumed by Parent and shall be converted into a stock option (a “Parent Option”) to acquire shares of Domesticated Parent Class A Stock in accordance with this Section 2.09(a). Each such Parent Option as so assumed and converted shall continue to have, and shall be subject to, the right same terms and conditions as applied to receive the Company Option immediately prior to the Effective Time (x) a cash payment equal to (i) but taking into account any changes thereto provided for in the excessapplicable Company Equity Incentive Plan, if any, of (A) the Closing Amount over (B) the exercise price payable per Share under in any award agreement or in such Company OptionOption by reason of this Agreement or the Transactions). As of the Effective Time, multiplied by (ii) the total each such Parent Option as so assumed and converted shall be for that number of shares of Domesticated Parent Class A Stock determined by multiplying the number of shares of the class of Company Common Capital Stock subject to that are issuable upon the exercise of such Company Option immediately prior to the Offer Acceptance Effective Time (without regard to vesting) and (y) a CVR with respect by the Fully Diluted Adjusted Merger Consideration for such class, which product shall be rounded down to the total nearest whole number of shares shares, at a per share exercise price determined by dividing the per share exercise price of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Effective Time (without regard by the Fully Diluted Adjusted Merger Consideration for such class, which quotient shall be rounded up to vesting)the nearest whole cent; provided, that such per share exercise price and the number of shares of Domesticated Parent Stock purchasable pursuant to such Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Domesticated Parent Stock purchasable pursuant to such Company Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. No The Company shall terminate the Company Equity Incentive Plans as of the Effective Time. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of a Company Option that has an exercise price per Share that is equal Parent Options shall cease to or greater than the Closing Amount shall be entitled to have any payment rights with respect to such cancelled Company Option before or after the Offer Acceptance TimeOptions, except as set forth in this Section 2.09(a). (b) As soon [Reserved]. (c) The Company shall take all necessary actions to effect the treatment of Company Options as reasonably practicable after set forth in this Agreement and in accordance with the Company Equity Incentive Plans and the applicable award agreements and to ensure that no Parent Option, may be exercised prior to the effective date of an applicable Form S-8 (or other applicable form) of Parent. The board of directors of the Company shall amend the Company Equity Incentive Plans and take all other necessary actions, effective as of immediately prior to the Closing, in order to (i) cancel the remaining unallocated share reserve under the Company Equity Incentive Plans and provide that shares in respect of any awards granted under the Company Equity Incentive 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 Equity Incentive Plans. (d) 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 terminated pursuant to its terms, by virtue of the Merger and without any action on the part of the Parent, the Company or the holder of any such Company Warrant, shall be converted into a warrant (but no later than a “Parent Warrant”) to acquire shares of Domesticated Parent Class A Stock in accordance with this Section 2.09(d). Each such Parent Warrant as so assumed and converted shall continue to have, and shall be subject to, the second payroll date after same terms and conditions as applied to the Company Warrant immediately prior to the Effective Time). As of the Effective Time, each such Parent Warrant as so assumed and converted shall be for that number of shares of Domesticated Parent Class A Stock determined by multiplying the Surviving Corporation shall pay number of shares of the aggregate consideration payable pursuant Company Capital Stock subject to Section 2.8(a)(x), net of any applicable withholding Taxes, payable with respect to such Company Options through, Warrant immediately prior to the extent applicableEffective Time by the Fully Diluted Adjusted Merger Consideration for such class, the Surviving Corporation’s payroll (subject to any required tax withholdings) which product shall be rounded down to the holders nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Options; provided, however, that Warrant immediately prior to the extent Effective Time by the Fully Diluted Adjusted Merger Consideration for such class which quotient shall be rounded down to the nearest whole cent. As of the Effective Time, all Company Warrants shall no longer be outstanding and each holder of a Company Option is not an employee, the consideration payable pursuant Parents Warrants shall cease to Section 2.8(a)(x) payable have any rights with respect to such Company Options shall be paid Warrant, except as set forth in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b2.09(d). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant an amount in cash equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant and (ii) one CVR.

Treatment of Company Options and Warrants. (a) As of The Company will take all requisite action so that, at the Offer Acceptance Effective Time, each option to acquire Shares of Company Option Common Stock (each, a “Company Stock Option”) that is then outstanding and unexercisedimmediately prior to the Effective Time, whether or not vestedthen vested or exercisable, shall be cancelled. Furtherwill be, with respect to those Persons holding such by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Option or any other person, cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be and converted into the right to receive (x) a cash payment from the Surviving Corporation as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (i) the aggregate number of Shares of Company Common Stock subject to such Company Stock Option and (ii) the excess, if any, of (A) the Closing Amount Merger Consideration over (B) the per Share exercise price payable per Share under such Company Stock Option, multiplied by less any taxes to be withheld in accordance with Section 2.3 (ii) the total number of shares of Company Common Stock subject to such Company “Option immediately prior to Payments”); provided, that if the Offer Acceptance Time (without regard to vesting) and (y) a CVR with respect to the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting). No holder of a Company Option that has an per Share exercise price per Share that is equal to or greater than the Closing Amount shall Merger Consideration, then such Company Stock Option will be entitled to cancelled without any payment with respect to therefor. From and after the Effective Time, any such cancelled Company Stock Option before or after will no longer be exercisable by the Offer Acceptance Timeformer holder, but will only entitle the holder to the payment of the Option Payments. (b) As soon The Company will take all requisite action so that, at the Effective Time, each warrant to purchase Shares of Company Common Stock, all of which are listed on Schedule 2.6 of the Company Disclosure Schedule (collectively, the “Warrants”), that is outstanding immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger will be cancelled and, in exchange, each form holder of any such cancelled Warrant will be entitled to receive from the Surviving Corporation, as promptly as reasonably practicable after the Effective Time (but no later than Time, in consideration of the second payroll date after cancellation of the Effective Time)Warrant, the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x)an amount in cash, net of any applicable withholding Taxeswithout interest, payable with respect to Company Options through, equal to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders product of Company Options; provided, however, that to the extent the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders the total number of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on Shares previously subject to such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant an amount in cash equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant and (ii) one CVRthe excess, of any, of the Merger Consideration over the exercise price per Share previously subject to the such Warrant, less any taxes to be withheld in accordance with Section 2.3 (the “Warrant Payment”); provided, that if the per Share exercise price is greater than the Merger Consideration, then such Warrant will be cancelled without any payment therefor. From and after the Effective Time, any such cancelled Warrant will no longer be exercisable by the former holder, but will only entitle the holder to the payment of the Warrant Payment, and the Company will use reasonable efforts to obtain all necessary consents to ensure that former holders of the Warrants will have no rights other than the right to receive the Warrant Payment.

Treatment of Company Options and Warrants. (a) Each Company Option that is outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Offer Acceptance Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser, or the Company, each Company Option that is then outstanding and unexercised, whether or not vested, unexercised shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be and converted into the right to receive (x) a receive, subject to applicable Tax withholding, cash payment in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (Ax) the Closing Amount Merger Consideration over (By) the exercise price payable per Share under applicable to such Company Option, multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting) and (y) a CVR . which amount shall be paid in accordance with respect to the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vestingSection 2.8(b). No holder As of a the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser, or the Surviving Corporation, each Company Option that is then outstanding and unexercised and that has an a per Share exercise price per Share that is equal to to, or greater than than, the Closing Amount Merger Consideration shall be entitled to any payment with respect to such cancelled Company Option before or after the Offer Acceptance Timefor no consideration. (b) As soon as reasonably practicable after the Effective Time (but no later than the second payroll date period after the Effective Time), the Surviving Corporation shall pay the aggregate consideration payable pursuant to amounts provided for in Section 2.8(a)(x2.8(a), net of any applicable Tax withholding Taxespayable pursuant to Section 2.8(a)), payable to the holders of Company Options, with respect such payments to Company Options be made through, to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b)payroll. (c) Prior to As soon as practicable following the Initial Expiration Datedate of this Agreement, the Company Board (or, if appropriate, any committee administering the Company ESPP) shall use commercially reasonable efforts to adopt resolutions providing that (i) provide holders no offering period shall be commenced under the Company ESPP after the date of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrantthis Agreement, and (ii) the Company ESPP shall terminate, effective as of immediately prior to, and subject to the extent permitted pursuant to occurrence of, the Effective Time. (d) Each of the Company Warrants set forth on Schedule 2.8(c), to cause each 3.3(c)(i) that remain unexercised and outstanding and unexercised Company Warrant to be cancelled as of immediately prior to the Effective Time shall terminate in exchange for the right to receive accordance with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant an amount in cash equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant Warrants. (e) Prior to the Effective Time, the Company Board or a committee thereof shall adopt resolutions authorizing the treatment of the Company Options, Company ESPP and (ii) one CVRCompany Warrants in accordance with this Section 2.8.

Treatment of Company Options and Warrants. (a) As of At the Offer Acceptance TimeClosing, each unexercised and unexpired Rollover Company Option that is then outstanding and unexercisedunder any Equity Compensation Plan, whether or not vestedthen exercisable, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be converted into an option to purchase Buyer Common Stock in accordance with this Section 2.03(a). Each Rollover Company Option so converted shall continue to have, and be subject to, the right same terms and conditions (including vesting schedule) as set forth in the applicable Equity Compensation Plan and the applicable stock option agreement immediately prior to receive (x) a cash payment equal to the Closing, except that (i) the excess, if any, of such Rollover Company Option shall be exercisable (Aor shall become exercisable in accordance with its terms) the Closing Amount over (B) the exercise price payable per Share under such Company Option, multiplied by (ii) the total for that number of whole shares of Company Buyer Common Stock equal to the product of the number of Company Shares that were subject to such Rollover Company Option immediately prior to the Offer Acceptance Time (without regard to vesting) and (y) a CVR with respect Closing multiplied by the Exchange Ratio, rounded down to the total nearest whole number of shares of Company Buyer Common Stock, and (ii) the per share exercise price of the shares of Buyer Common Stock subject to such Rollover Company Option so converted shall be equal to the quotient determined by dividing the exercise price per Company Share at which such Rollover Company Option was exercisable immediately prior to the Offer Acceptance Time (without regard Closing by the Exchange Ratio, rounded up to vesting)the nearest whole cent. No holder The conversion of a the Rollover Company Option that has an exercise price per Share that is equal Options into options to or greater than the Closing Amount purchase Buyer Common Stock shall be entitled made so as not to constitute (a) a “modification” of such Rollover Company Options within the meaning of Section 409A of the Code, and (b) in the case of any payment such Rollover Company Options which are “incentive stock options,” within the meaning of Section 422 of the Code, a “modification” of such Rollover Company Options within the meaning of Section 424 of the Code. In addition to the foregoing, Buyer Sub shall assume each Equity Compensation Plan and the number and kind of shares available for issuance under each such Equity Compensation Plan shall be converted into shares of Buyer Common Stock in accordance with respect the applicable provisions of such Equity Compensation Plan. In addition, Buyer shall file with the Securities and Exchange Commission a Registration Statement on Form S-8 (or other appropriate form) covering all such shares of Buyer Common Stock, including shares issuable upon exercise of Rollover Company Options, and shall cause such registration statement to such cancelled Company Option before or after remain effective for as long as there are outstanding any options under the Offer Acceptance TimeEquity Compensation Plans. (b) As soon Except as reasonably practicable after provided below, effective immediately prior to the Effective Time (but no later than the second payroll date after the Effective Time)Closing, the Surviving Corporation each unexercised and unexpired Cashed-Out Company Option that is then outstanding under any Equity Compensation Plan shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable become fully vested and exercisable with respect to all shares subject thereto. As of the Closing, each such unexercised and unexpired Cashed-Out Company Options throughOption shall be canceled, and in exchange therefor, Buyer Sub shall pay to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent the holder of a such Cashed-Out Company Option is not an employee, the consideration payable pursuant following: (i) 23,623 shares of Buyer Common Stock to Section 2.8(a)(x) payable with respect be issued to such Company Options shall be paid the Cashed-Out Holders in the manner described denominations set forth opposite each Cashed-Out Holder’s name on Schedule II(a); and (ii) cash in Section 2.6 through the Payment Fund rather than this Section 2.8(baggregate amount of $3,047,540, without interest, payable in the amounts set forth opposite each Cashed Out Holder’s name on Schedule II(a). (c) Prior to the Initial Expiration DateNotwithstanding anything contained herein or in any Equity Compensation Plan or any agreement evidencing a Cashed-Out Company Option, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to that the accelerated vesting and/or exercisability of any Cashed-Out Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive Option (or any other payment with respect to each share any Cashed-Out Company Option), either alone or together with any other payment or benefit received or to be received by the holder thereof in connection with a “change in ownership or control” of the Company Common (within the meaning of Section 280G of the Code) (the “Stock issuable upon Option Total Payment”) would as a result of Section 280G of the exercise Code not be deductible (in whole or in part) by the Company, a subsidiary or affiliate thereof, or any other person making such payment or providing such benefit, such Cashed-Out Company Option shall not vest or become exercisable (and no such other payment shall be made or provided) unless such vesting, exercisability and other payment is disclosed to and approved by the stockholders of the Company in accordance with Section 280G of the Code and Treasury Regulation section 1.280G-1. In the event that any such vesting, exercisability or other payment would not be so deductible, then, only to the extent necessary to make such portion of the Stock Option Total Payment deductible, the accelerated vesting and exercisability of such Cashed-Out Company Warrant an amount in cash equal Option (and any other such payment with respect thereto) shall be reduced (if necessary, to (izero) (Athe “Stock Option Section 280G Cap”). (d) The Warrants are hereby being cancelled at the Closing Amount minus and no additional consideration is being paid therefor. (Be) Buyer Sub shall be entitled to deduct and withhold from the exercise price per share of Company Common stock provided payments set forth in Section 2.03(b) such amounts as Buyer Sub is required to deduct and withhold under the terms Code, or any other tax laws, with respect to the making of such Company Warrant and (ii) one CVRpayment. To the extent that amounts are so withheld by Buyer Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Cashed-Out Holders.

Treatment of Company Options and Warrants. (a) As At the Effective Time, by virtue of the Offer Acceptance TimeFirst Merger and without any further action on the part of any party, each Company Option that is then outstanding and unexercisedimmediately prior to the Effective Time, whether vested or not vestedunvested, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options shall be assumed and converted into the right to receive (x) a cash payment equal to (i) the excessan option to purchase a number of shares of Acquiror Common Stock (such option, if any, of (Aan “Exchanged Option”) the Closing Amount over (B) the exercise price payable per Share under such Company Option, multiplied by and (ii) the total contingent right to receive the applicable Earnout Pro Rata Portion of Earnout Shares (which may be zero (0)) following the Closing in accordance with Section 3.07 (the “Option Earnout Shares”). As of the Effective Time, each such Exchanged Option as so assumed and converted shall be exercisable for that number of shares of Acquiror Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject issuable pursuant to such Company Option immediately prior to the Offer Acceptance Effective Time (without regard to vesting) and (y) a CVR with respect the Exchange Ratio, at an exercise price per share (rounded down to the total nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time. (b) At the Effective Time, each Company Warrant that is issued and outstanding immediately prior to the Effective Time and not exercised pursuant to its terms at or immediately prior to the Effective Time, shall, in accordance with its terms, either (i) be automatically converted into a number of shares of Company Common Stock subject or Company Preferred Stock, as applicable, in accordance with its terms, or (ii) be assumed and converted into (A) a warrant to purchase a number of shares of Acquiror Common Stock (such warrant, an “Exchanged Warrant”) and (B) the contingent right to receive the applicable Earnout Pro Rata Portion of Earnout Shares (which may be zero (0)) following the Closing in accordance with Section 3.07 (the “Warrant Earnout Shares”). As of the Effective Time, each such Exchanged Warrant as so assumed and converted shall be exercisable for that number of shares of Acquiror Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Stock issuable pursuant to such Company Option Warrant immediately prior to the Offer Acceptance Effective Time and (without regard to vesting). No holder of a Company Option that has y) the Exchange Ratio, at an exercise price per Share that is equal to or greater than the Closing Amount shall be entitled to any payment with respect to such cancelled Company Option before or after the Offer Acceptance Time. share (b) As soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time), the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable with respect to Company Options through, rounded up to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdingsnearest whole cent) to the holders of Company Options; provided, however, that to the extent the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant an amount in cash equal to (i) (A) the Closing Amount minus (B) the exercise price per share of Company Common stock provided under the terms of such Company Warrant and immediately prior to the Effective Time divided by (iiB) one CVRthe Exchange Ratio.

Treatment of Company Options and Warrants. (a) As of With respect to Company Options: (i) At the Offer Acceptance Effective Time, each Company Option Option, whether vested or unvested and whether subject to time-based or performance-based vesting, that is then outstanding and unexercised, whether or not vested, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months as of immediately prior to the Offer Acceptance Effective Time, shall, by virtue of the Merger and without any action on the part of Parent, Buyer, Merger Sub, the Company or the holder of such cancelled Company Options Option, become fully vested and exercisable as of immediately prior to the Effective Time and shall be converted into cancelled in exchange for the right to receive (x1) a an amount in cash payment equal to the product of (i) the excess, if any, of (A) the Closing Amount over (B) Merger Consideration Per Share Payment less the applicable per share exercise price payable per Share under of such Company Option, Option multiplied by (ii) the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time Effective Time, (2) at such time as the Final Purchase Price is determined in accordance with Section 2.5, an amount in cash, without regard interest, equal to vestingany Purchase Price Increase Per Share Payment and/or Purchase Price Escrow Release Per Share Payment; (3) to the extent set forth in Section 2.6, any 2018 Initial Milestone Per Share Payment, Milestone 1 Per Share Payment, Milestone 2 Per Share Payment, Milestone 3 Per Share Payment and/or Milestone Delay Per Share Payment; (4) to the extent set forth in Section 8.4(b), an amount in cash, without interest, equal to any Indemnity Escrow Release Per Share Payment; and (y5) a CVR with respect to the total extent set forth in Section 9.12, an amount in cash, without interest, equal to the Stockholder Representative Unused Funds Per Share Payment, in each of clauses (2) through (5), multiplied by the number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting)Effective Time. No holder of a Company Option that has an exercise price per Share that is equal to or greater than the Closing Amount The payments set forth in this Section 2.3 shall be made through payroll (or by check for any holder who is not a current employee of the Company) as soon as practicable following the time any holder becomes entitled to any such a payment with respect hereunder. (ii) Without limiting the foregoing, the Company and the Company Board, or a duly authorized committee thereof, shall adopt appropriate resolutions and take all reasonably necessary and appropriate action, including under the appropriate Company Benefit Plans and the stock option agreements evidencing the Company Options and, to such cancelled the extent necessary, obtaining consent of the holders of the Company Option before or after Options, to effectuate the Offer Acceptance Timeactions contemplated by this Section 2.3. (b) As soon as reasonably practicable after With respect to the Effective Time Company Warrants: (but no later than the second payroll date after i) At the Effective Time), the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable each Company Warrant for which a Warrant Termination Agreement has been executed which makes an Conversion Election with respect to the shares of Company Options through, Preferred Stock subject to such Company Warrant and that is outstanding as of immediately prior to the extent applicableEffective Time, shall, by virtue of the Merger and without any action on the part of Parent, Buyer, Merger Sub, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent or the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of such Company Warrant (1) an amount in cash equal to the product of (i) (A) the excess, if any, of the Closing Amount minus (B) Merger Consideration Per Share Payment less the applicable per share exercise price per share of Company Common stock provided under the terms of such Company Warrant and multiplied by (ii) one CVRthe number of shares of Company Common Stock receivable upon the conversion of the shares of Company Preferred Stock subject to such Company Warrant immediately prior to the Effective Time, (2) at such time as the Final Purchase Price is determined in accordance with Section 2.5, an amount in cash, without interest, equal to any Purchase Price Increase Per Share Payment and/or Purchase Price Escrow Release Per Share Payment; (3) to the extent set forth in Section 2.6, any 2018 Initial Milestone Per Share Payment, Milestone 1 Per Share Payment, Milestone 2 Per Share Payment, Milestone 3 Per Share Payment and/or Milestone Delay Per Share Payment; (4) to the extent set forth in Section 8.4(b), an amount in cash, without interest, equal to any Indemnity Escrow Release Per Share Payment; and (5) to the extent set forth in Section 9.12, an amount in cash, without interest, equal to the Stockholder Representative Unused Funds Per Share Payment, in each of clauses (2) through (5), multiplied by the number of shares of Company Common Stock receivable upon the conversion of the shares of Company Preferred Stock subject to such Company Warrant immediately prior to the Effective Time. (ii) At the Effective Time, each Company Warrant for which a Warrant Termination Agreement has been executed which does not make a Conversion Election with respect to the shares of Company Preferred Stock subject to such Company Warrant and that is outstanding as of immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of Parent, Buyer, Merger Sub, the Company or the holder of such Company Warrant, be cancelled in exchange for the right to receive the payment contemplated by Section 2.2(a)(iii), or Section 2.2(a)(iv), as applicable, less the applicable per share exercise price of such Company Warrant, for each share of Company Preferred Stock subject to such Company Warrant. (iii) At the Effective Time, each Company Warrant for which a Warrant Termination Agreement was not executed and which was not previously exercised by its holder in accordance with its terms shall be terminated or deemed to be exercised in accordance with its terms. Any Company Warrant that is deemed to be exercised in accordance with its terms shall receive either the payment contemplated by Section 2.2(a)(ii) or Section 2.2(a)(iv), based on whether such holder delivers a Conversion Election with respect to the shares of Company Preferred Stock subject to such Company Warrant, for each share of Company Preferred Stock subject to such Company Warrant. (iv) Without limiting the foregoing, the Company shall deliver such notices to the holders of the Company Warrants as are required pursuant to the terms thereof.

Treatment of Company Options and Warrants. (a) As Prior to the Closing Date, the Company Board shall adopt any and all resolutions and take any and all actions which are necessary and sufficient so that at the Effective Time (i) each option to purchase Common Stock held by the Persons set forth on Schedule 1.07(a) shall be accelerated so that they shall be fully vested and exercisable, (ii) after giving effect to the acceleration contemplated in clause (i) of the Offer Acceptance Timethis Section 1.07(a), each option to purchase Common Stock (whether vested or unvested or Out-of-the-Money or not Out-of-the-Money) that has not been exercised prior to the Effective Time and that remains outstanding as of immediately before the Effective Time (the “Company Options”) shall automatically be cancelled and terminated and upon the cancellation thereof, each vested Company Option that is then outstanding and unexercised, whether or not vested, shall be cancelled. Further, with respect to those Persons holding such cancelled Company Options whose service relationship with the Company had not terminated more than three months prior to the Offer Acceptance Time, such cancelled Company Options Out-of-the-Money shall be converted into the right to receive (x) a an amount in cash payment equal to (i) the excess, if any, of product obtained by multiplying (A) the Closing Amount over (B) the exercise price payable per Share under such Company Option, multiplied by (ii) the total aggregate number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting) and (y) a CVR with respect to the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Offer Acceptance Time (without regard to vesting). No holder of a Company Option that has an exercise price per Share that is equal to or greater than the Closing Amount shall be entitled to any payment with respect to such cancelled Company Option before or after the Offer Acceptance Time. (b) As soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time), the Surviving Corporation shall pay the aggregate consideration payable pursuant to Section 2.8(a)(x), net of any applicable withholding Taxes, payable with respect to Company Options through, to the extent applicable, the Surviving Corporation’s payroll (subject to any required tax withholdings) to the holders of Company Options; provided, however, that to the extent the holder of a Company Option is not an employee, the consideration payable pursuant to Section 2.8(a)(x) payable with respect to such Company Options shall be paid in the manner described in Section 2.6 through the Payment Fund rather than this Section 2.8(b). (c) Prior to the Initial Expiration Date, the Company shall use commercially reasonable efforts to (i) provide holders of each outstanding and unexercised Company Warrant with written notice of the Merger, including the effect of the Merger on such Company Warrant, and (ii) to the extent permitted pursuant to the Company Warrants set forth on Schedule 2.8(c), to cause each outstanding and unexercised Company Warrant to be cancelled as of the Effective Time in exchange for the right to receive with respect to each share of Company Common Stock issuable upon the exercise of each such vested Company Warrant an amount Option immediately prior to the Effective Time (including any acceleration as contemplated in cash equal to Section 1.07(a)(i)), by (i) (AB) the Closing excess of (x) the Per Share Residual Amount minus less (By) the exercise price per share (the “Option Exercise Price” and the sum of all such exercise prices, the “Aggregate Option Exercise Price”) of such vested Company Option (such excess amount to be paid for each such vested Company Option, an “Option Payment” and the sum of all such payments the “Aggregate Option Payment”), subject to adjustment pursuant to Section 1.08 and subject to reduction for the escrow deposit set forth in Section 1.06(e) and (iii) any and all equity incentive plans sponsored or maintained by any Acquired Company shall automatically terminate and no Person shall have any right to purchase or receive any equity interest, or right convertible into or exercisable for any equity interest, of any Acquired Company. No holder of any unvested Company Options or Out-of-the-Money Company Options shall be entitled to any Option Payment with respect thereto. Each holder of vested Company Options that are not Out-of-the-Money shall thereafter be entitled to receive, in respect of each share of Common Stock issuable upon the exercise thereof immediately prior to the Effective Time, any additional amounts payable in respect of shares of Common Stock hereunder when, as and if paid pursuant to the terms hereof (including pursuant to Section 1.08(e)(iv) and ARTICLE VII) and the Escrow Agreement, and such holder shall be considered a Non-Qualifying Holder for such purposes. Buyer shall cause all consideration to be received by the holders of Company Common stock provided under Options pursuant to this Section 1.07 to be paid to and distributed by the terms Surviving Corporation, treated as compensation by it and shall be net of any applicable Taxes withheld pursuant to Section 1.14, and the Surviving Corporation shall pay all such consideration to such holders of Company Options in accordance with its standard payroll process, with the Option Payment being paid in the first standard payroll paid on or after the Closing Date, or in a special payroll no later than three Business Days after the Closing Date. (b) Prior to the Effective Time, the Company shall cause the holder of that certain warrant to purchase Series B-2 Preferred Shares (whether vested or unvested) (the “Warrant”) to exercise the Warrant and for Series B-2 Preferred Shares in exchange for payment or net payment of the exercise price (iithe “Warrant Exercise Price”) one CVRpursuant to its terms.