Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. Effective as of the First Merger Effective Time, each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. Effective as of the First Merger Effective Time, each (a) Each Company Warrant that is outstanding and unexercised immediately prior to the First Merger Effective Time and that would automatically be exercised or otherwise exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, without any election or action by the Company or the holder thereof, shall cease automatically be exercised or exchanged in full for the applicable Company Shares in accordance with its terms immediately prior to represent a the Effective Time, without any action on the part of the Company or the holder thereof, and each Company Share issued or issuable upon such exercise shall be treated as being issued and outstanding immediately prior to the Effective Time and, pursuant to Section 3.02(a) (and without duplication) shall be canceled and converted into the right to acquire receive the applicable portion of the Closing Merger Consideration in respect of such Company Common Stock Shares held by such Company Stockholder. (b) Each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time and that is not automatically exercised in full (pursuant to Section 3.06(a)) shall be converted automatically into a warrant representing a right to acquire Parent purchase Acquiror Common Stock, Stock on substantially the same terms and conditions (including as applied to vesting and exercisability) as are in effect with respect to such Company Warrant immediately prior to the First Merger Effective TimeTime (each, an “Assumed Warrant”), except that: that (i) ), such Assumed Warrant shall entitle the holder thereof to purchase such whole number of shares of Parent Acquiror Common Stock subject (rounded down to each assumed Company Warrant shall be determined by multiplying: the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock that were Shares (as calculated on as converted to Company Common Share basis) subject to such Company Warrant immediately prior to the First Merger Effective Time; Time multiplied by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional (ii) such Assumed Warrant shall have an exercise price per share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (which shall be rounded up to the nearest whole cent), without interest and subject ) equal to any required Tax withholding, determined by multiplying such fractional the quotient of (1) the exercise price per share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day such Company Warrant immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and divided by (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsExchange Ratio.

Treatment of Company Warrants. Effective as of the First Merger Effective Time, each (a) Each Company Warrant that is outstanding and unexercised immediately prior to the First Merger Effective Time and that would automatically be exercised or otherwise exchanged in full in accordance with its terms by virtue of the occurrence of the Merger, without any election or action by the Company or the holder thereof, shall cease automatically be exercised or exchanged in full for the applicable Company Shares in accordance with its terms immediately prior to represent a the Effective Time, without any action on the part of the Company or the holder thereof, and each Company Share issued or issuable upon such exercise shall be treated as being issued and outstanding immediately prior to the Effective Time and, pursuant to Section 4.2(a)(ii) (and without duplication) shall be canceled and converted into the right to acquire receive the applicable Merger Consideration. (b) Each Company Common Stock Warrant that is outstanding and unexercised immediately prior to the Effective Time and that is not automatically exercised in full (pursuant to Section 4.4(a)) shall be converted automatically into a warrant representing a right to acquire Parent purchase Acquiror Common Stock, Shares on substantially the same terms and conditions (including as applied to vesting and exercisability) as are in effect with respect to such Company Warrant immediately prior to the First Merger Effective TimeTime (each, an “Assumed Warrant”), except that: that (i) subject to Section 4.3(e)(ii), such Assumed Warrant shall entitle the holder thereof to purchase such number of shares Acquiror Common Shares as is equal to the product of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were Shares subject to such Company Warrant immediately prior to the First Merger Effective Time; Time multiplied by (B) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional (ii) such Assumed Warrant shall have an exercise price per share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (which shall be rounded up to the nearest whole cent)) equal to (A) other than in the case of the SAFE Warrant, without interest and subject to any required Tax withholding, determined by multiplying such fractional the quotient of (1) the exercise price per share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day such Company Warrant immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and divided by (2) Parent shallthe Exchange Ratio, as promptly as practicable following or (B) in the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type case of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated TransactionsSAFE Warrant, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants$10.00.

Treatment of Company Warrants. The Company will deliver notice of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, to each holder of a Company Warrant in accordance with the terms of the relevant Warrant Agreement, take such other actions as may be required pursuant thereto (including ensuring that, if permitted by the terms thereunder, any such Company Warrant will only be exercisable into the right to receive the amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible) and request in writing that such holder exercise or, contingent upon the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, terminate its Company Warrant(s) prior to the Effective Time. However, (a) any such Company Warrant which has a per share exercise price that is less than the Merger Consideration and that is outstanding and unexercised as of immediately prior to the First Merger Effective Time (each, an “In the Money Warrant”) will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such In the Money Warrant immediately prior to the Effective Time, each multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such In the Money Warrant, and (b) any such other Company Warrant which is thereafter exercisable only for the amount of cash which would have been payable pursuant to the Offer with respect to the number of Shares into which such Company Warrant was convertible, that is not exercised or terminated and is issued and outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each will be treated and assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on Surviving Corporation in accordance with the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility terms of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsrelevant Warrant Agreement.

Treatment of Company Warrants. (i) Immediately prior to the Effective Time, it is anticipated that all outstanding Company Warrants shall, pursuant to the terms for the Company Warrants, either (i) have been “net” exercised in exchange for shares of Company Stock in accordance with their terms and shall no longer be outstanding (but shall instead be cancelled, extinguished, retired or shall otherwise cease to exist and each holder thereof shall cease to have any rights with respect thereto, other than, for the avoidance of doubt, with respect to the Company Stock into which Company Warrants are exchanged,) or (ii) shall be assumed by Acquiror pursuant to the terms of such Company Warrants. (ii) Effective as of the First Merger Effective Time, each outstanding Company Warrant that is outstanding immediately not exercised and exchanged prior to the First Merger Effective Time as described in Section 2.07(c)(i), shall cease to represent a right to acquire Company Common Stock and shall automatically, without any action on the part of the holder thereof, be converted automatically into a warrant representing a right to acquire Parent a number of shares of Acquiror Common StockStock at an adjusted exercise price per share, on substantially in each case, as determined under this Section 2.07(c)(ii) (each such resulting warrant, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions as applied were applicable to such corresponding Company Warrant immediately prior to the First Merger Effective Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time, except that: (iA) each such Assumed Warrant shall be exercisable solely for shares of Acquiror Common Stock; (B) the number of shares of Parent Acquiror Common Stock subject to each assumed Company Assumed Warrant shall be determined by multiplying: (A) multiplying the number of shares of Company Common Stock that were subject to such the predecessor Company Warrant Warrant, as in effect immediately prior to the First Merger Effective Time; , by (B) the Exchange Ratio, Per Share Consideration and rounding the resulting number down to the nearest whole number of shares of Parent Acquiror Common Stock, with any fractional ; (C) the per share of Parent exercise price for the Acquiror Common Stock issuable upon exercise of such Assumed Warrant shall be determined by dividing the per share exercise price for the shares of Company Stock subject to the predecessor Company Warrant, as in effect immediately prior to the Effective Time, by the Per Share Consideration, and rounding the resulting from such rounding converted into a right to receive a cash payment (rounded exercise price up to the nearest whole cent), without interest ; and (D) such holder of the each Assumed Warrant shall be entitled to Earnout Stock pursuant to and subject to any required Tax withholding, determined by multiplying such fractional share the terms of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants2.09.

Treatment of Company Warrants. Effective as (a) In accordance with Section 2(a) of each of the First Merger Effective TimeSeries A Warrants, each Company Series A Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall will be converted automatically into a warrant representing a right to acquire Parent Common Stockcancelled, on substantially and, in exchange therefor, the same terms and conditions as applied to holder of such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company cancelled Series A Warrant shall be determined by multiplying: entitled to receive (Awithout interest), an amount of cash equal to the product of (x) the total number of shares of Company Common Stock into which the Series A Warrant is exercisable as of immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Offer Price over the applicable exercise price per Share under such Series A Warrant; (b) In accordance with Section 4.1 of each of the IPO Warrants and Section 1.6(b) of each of the Private Placement Warrants, each IPO Warrant and each Private Placement Warrant that is outstanding immediately prior to the Effective Time (the “Carryover Warrants”), whether vested or unvested, will be assumed by the Surviving Corporation and after the Effective Time will be converted into and will thereafter represent a warrant to acquire upon exercise thereof, with respect to each Share that the holder of such Carryover Warrant would have been entitled to receive had such holder exercised such Carryover Warrant in full immediately prior to the Effective Time, the Merger Consideration, and, except as may otherwise be agreed between Parent and the Company, will otherwise be on the same terms and conditions as were subject to applicable under such Company Carryover Warrant immediately prior to the First Merger Effective Time; by (B) , including, without limitation, the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional exercise price per share of Parent Company Common Stock resulting from under such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest IPO Warrant and subject to any required Tax withholding, determined by multiplying such fractional share Private Placement Warrant as of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Effective Time; and (c) Unless otherwise amended in writing by the Company and the applicable holder of a Term Loan Warrant in accordance with Section 6.16 (in which case the treatment of such Term Loan Warrant in the Merger shall be as specified in such amendment), each Term Loan Warrant outstanding immediately prior to the Effective Time (after aggregating all fractional will remain outstanding following the Effective Time and will be exercisable into shares of Parent Common Stock issuable to common stock of the Surviving Corporation on the same terms and conditions as were applicable under such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed Term Loan Warrant immediately prior to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. To the extent the Company Warrants have not been terminated in accordance with their terms, at the Effective Time, (i) each outstanding warrant to purchase Company Shares (a “Company Warrant”) shall by virtue of the Merger be assumed by Parent subject to the terms of such Company Warrant and (ii) the Company shall take all actions reasonably necessary, including any required notices by the Company, to provide that, effective as of the First Merger Effective Time, each outstanding Company Warrant will be assumed by Parent. Each Company Warrant assumed by Parent will continue to have, and be subject to, the same terms and conditions of such warrant immediately prior to the Effective Time, except that is (A) each Company Warrant will be exercisable for a number of shares of Parent Voting Common Stock equal to the product of the number of Company Shares that would have been issuable upon exercise of the Company Warrant outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined multiplied by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Voting Common Stock, with any fractional and (B) the per share of exercise price for the Parent Voting Common Stock resulting from issuable upon exercise of such rounding converted into a right assumed Company Warrant will be equal to receive a cash payment (the quotient determined by dividing the per share exercise price for such Company Warrant outstanding immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price . The holder of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior Company Warrant may elect to the First Merger Effective Time (after aggregating all fractional receive shares of Parent Non-Voting Common Stock, Parent Voting Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee combination thereof shall succeed to the authority and responsibility upon exercise of the Company Board or any committee thereof with respect to each such assumed Company Warrant. Any restriction on the exercisability of such Company Warrant will continue in full force and effect, and (2) Parent shallthe term, as promptly as practicable following the First Merger Effective Time, provide notice exercisability or other provisions of such conversion, together Company Warrant will remain unchanged. Consistent with all material the terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number , the Merger will not accelerate the exercisability of such Company Warrants or the shares of Parent Voting Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to underlying the Company Warrants as a result of upon Parent’s assumption thereof in the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsMerger.

Treatment of Company Warrants. Effective (a) Except with respect to the Medarex Warrants and the Sanofi Warrants or as otherwise provided in Section 1.09, each holder of warrants to purchase Company Shares (the First Merger Effective Time"Company Warrants") and the Issuer hereby agree that, at the Closing, (i) each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and Closing with an exercise price of less than E 6.32 shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) exchanged for the number of shares of Parent Issuer Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down rounded to the nearest whole number of shares of Parent Issuer Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up ) equal to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share product of Parent Common Stock by (A) the closing price difference between (1) the number of a share Company Shares that were issuable upon exercise of Parent Common Stock on the New York Stock Exchange on the trading day related Company Warrant immediately prior to the First Merger Effective Time Closing and (after aggregating all fractional shares 2) the result of Parent Common Stock issuable to such holder); the aggregate exercise price that was payable upon the exercise of the related Company Warrant divided by E 6.32 multiplied by (B) the Exchange Ratio and (ii) the strike price such holder shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed irrevocably waive all of its rights in such holder's Company Warrants outstanding immediately prior to the authority Closing with an exercise price of at least E 6.32, effective as of the Closing. (b) Medarex, Inc., a New Jersey corporation ("Medarex") hereby agrees to exercise in full, as of immediately prior to the Closing and responsibility subject to the Closing, the warrants issued by the Company to Medarex on September 11, 2000 (the "Medarex Warrants") to subscribe for convertible redeemable bonds (the "Convertible Redeemable Bonds"), the terms of which are set forth in the minutes of the Company Board or any committee thereof extraordinary general shareholder meeting held on September 11, 2000 (which references the Unit Purchase Agreement, dated as of July 21, 2000, between the Company and Medarex), in accordance with respect the terms thereof, and, immediately thereafter, to each convert such assumed Convertible Redeemable Bonds received upon exercise of the Medarex Warrants into Company Warrant, and (2) Parent shall, as promptly as practicable following Shares in accordance with the First Merger Effective Time, provide notice terms of such conversionConvertible Redeemable Bonds, together with all material terms thereof (including subject to the number and type approval of the securities issuable upon exercise) to the applicable warrant agent and the holders shareholders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants amend such warrants as a result of the actions contemplated by this provided in Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants6.16(a).

Treatment of Company Warrants. Effective as of the First Merger Effective Time, (a) With respect to each Company Warrant that is outstanding (and has not been exercised or terminated) as of immediately prior to the First Effective Time, then by virtue of the Merger and without any action on the part of any holder thereof, the Company Warrant shall be treated as follows: (i) If the terms of such Company Warrant provide that such Company Warrant shall be automatically exercised in connection with the Transaction (each, an “Exercising Company Warrant”), including pursuant to a “net” exercise, then such Company Warrant shall be automatically exercised in accordance with its terms immediately prior to the Effective Time Time, the shares of Company Stock issuable upon the exercise of such Company Warrant shall be treated in the manner set forth in Section 3.01 and such Company Warrant shall no longer be outstanding, and each holder of such Company Warrant shall cease to represent a right have any rights to acquire shares of Company Common Stock with respect thereto, other than, for the avoidance of doubt, with respect to the shares of Company Stock with respect to which such Company Warrants were exercised; and (ii) If the terms of such Company Warrant provide that such Company Warrant shall terminate if not exercised prior to the Effective Time (each, a “Terminating Company Warrant”), and such Company Warrant has not been (exercised prior to the Effective Time, such Company Warrant shall terminate in accordance with its terms and shall no longer be outstanding, and each holder thereof shall cease to have any rights to acquire shares of Company Stock with respect to such Company Warrant; (iii) If the Company Warrant is not a Terminating Company Warrant or an Exercising Company Warrant, then immediately prior to the Effective Time, such Company Warrant shall be assumed by Acquiror and shall be converted automatically into a warrant representing a right (an “Assumed Acquiror Warrant”) (a) to acquire Parent that number of whole shares of Acquiror Class A Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior Stock (rounded down to the First Merger Effective Time, except that: nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time by (ii) the Per Share Exchange Ratio applicable to the Company Stock that are issuable upon the exercise of such Company Warrant as of immediately prior to the Effective Time; by , as more fully set forth on the Allocation Schedule (B) the “Warrant Exchange Ratio, ”) and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, (b) with any fractional an exercise price per share of Parent Acquiror Class A Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject ) equal to any required Tax withholding, determined the quotient obtained by multiplying such fractional dividing (i) the exercise price per share of Parent Common Company Stock of such Company Warrant by (ii) the closing price Warrant Exchange Ratio applicable to such Company Warrant. (b) Except as otherwise provided in this Section 3.09, each Assumed Acquiror Warrant shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Warrant as of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. (a) Immediately prior to the Effective Time, it is anticipated that all outstanding Company Warrants shall either have been (i) net exercised in exchange for shares of Company Stock in accordance with their terms and shall no longer be outstanding and shall automatically be cancelled, extinguished and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto, other than, for the avoidance of doubt, with respect to the Company Stock into which Company Warrants are exchanged, or (ii) assumed by Parent, to the extent permissible pursuant to the terms of such Company Warrant. (b) Effective as of the First Merger Effective Time, each outstanding Company Warrant that is outstanding immediately not exercised and exchanged prior to the First Merger Effective Time as described in Section 3.07(a)(i), shall cease to represent a right to acquire Company Common Stock and shall automatically, without any action on the part of the holder thereof, be converted automatically into a warrant representing a right to acquire a number of shares of Parent Common StockStock at an adjusted exercise price per share, on substantially in each case, as determined under this Section 3.07(b) (each such resulting warrant, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions as applied were applicable to such corresponding Company Warrant immediately prior to the First Merger Effective Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time, except that: (i) each such Assumed Warrant shall be exercisable solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each assumed Company Assumed Warrant shall be determined by multiplying: (A) multiplying the number of shares of Company Stock subject to the Company Warrant by the Per Share Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, Consideration and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional ; (iii) the per share of exercise price for the Parent Common Stock issuable upon exercise of such Company Warrant shall be determined by dividing the per share exercise price for the shares of Company Stock subject to the Company Warrant, as in effect immediately prior to the Effective Time, by the Per Share Company Common Stock Consideration, and rounding the resulting from such rounding converted into a right to receive a cash payment (rounded exercise price up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (iiiv) the strike price such holder of each Assumed Warrant shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed entitled to the authority and responsibility of the Company Board or any committee thereof with respect Earn Out Shares pursuant to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsArticle IV.

Treatment of Company Warrants. Effective as (i) As of the First Merger Effective Time, each outstanding and unexercised Company Warrant that is outstanding that, pursuant to the terms of such Company Warrant, shall expire or terminate as a result of the Merger (each, a “Terminated Warrant”) without consideration shall expire or terminate immediately prior to the First Merger Effective Time without any consideration payable therefor (whether in the form of cash or otherwise) pursuant to the terms of such Terminated Warrant. (ii) As of the Effective Time, each outstanding and unexercised Company Warrant that, pursuant to the terms of such Company Warrant, requires a payment to the holder thereof and provides for deemed exercise as a result of the Merger (each, an “In-the-Money Warrant”) shall cease to represent a be cancelled and automatically converted into the right to acquire receive an amount in cash calculated pursuant to the terms of such In-the-Money Warrant. (iii) As of the Effective Time, unless otherwise agreed with the holders thereof prior to the Effective Time, each outstanding and unexercised Company Common Stock and Warrant that, pursuant to the terms of such Company Warrant, does not provide for expiration, termination or deemed exercise as a result of the Merger (each, an “Unexercised Warrant”) shall be converted automatically into and thereafter evidence a warrant representing a right entitling the holder thereof to acquire Parent Common Stockreceive upon exercise an amount in cash calculated pursuant to the terms of such Unexercised Warrant. Following the Effective Time, on substantially each Unexercised Warrant shall be subject to the same terms and conditions as had applied to such Company Unexercised Warrant as of immediately prior to the First Merger Effective Time, except that: (i) for such terms rendered inoperative by reason of the number of shares of Parent Common Stock subject to each assumed Company Merger or as otherwise set forth herein or in such Unexercised Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were and subject to such adjustments as reasonably determined by Parent and the Company Warrant immediately prior to be necessary or appropriate to give effect to the First Merger Effective Time; conversion and the Merger. (iv) All payments contemplated by (Bthis Section 2.8(f) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, made as promptly as practicable following after the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including and in any event no later than the number and type later of the securities issuable upon exercisetime for such payment contemplated by the applicable Company Warrant and the fifth Business Day following the Effective Time. Parent shall ensure that the Surviving Corporation has sufficient funds to make all such payments by the applicable times. (v) In connection with the Merger, the Company shall deliver any notices required under the terms of any outstanding Company Warrants to the holders thereof, and the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on any such notice and give due consideration to any such comments made by Parent and its counsel. (vi) The Company shall use its reasonable best efforts (A) to take (or cause to be taken) all actions; (B) do (or cause to be done) all things; and (C) assist and cooperate with Parent in doing (or causing to be done) all things, in each case as are necessary, proper or advisable to effectuate (promptly after the applicable warrant agent Closing) the termination of each Terminated Warrant, the proper exercise of each In-the-Money Warrant by the holders thereof and the assumption by Parent or termination of each Unexercised Warrant, as applicable. The Company may not deliver any materials to holders of the Company Warrants. Warrants without providing Parent shall reserve for issuance and its counsel with a number of shares of Parent Common Stock at least equal reasonable opportunity to the number of shares of Parent Common Stock that will be subject to review and comment on any such materials, and the Company Warrants as a result of the actions contemplated shall give due consideration to any such comments made by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsits counsel.

Treatment of Company Warrants. Effective Prior to the Closing Date, each holder of a Company Series A Warrant will be given an opportunity to exchange such Company Series A Warrant, effective at Closing, for the right to receive the Per Share Total Cash Consideration or the Per Share Total Stock Consideration (in each case, net of the exercise price), subject to the adjustment set forth in Sections 2.8 and 2.9; provided, that in the event the holder of Company Series A Warrant elects to exchange such Company Series A Warrant for the Per Share Total Cash Consideration, such Series A Warrant shall be considered a “Cash Election Warrant” for purposes of all calculations under this Agreement. Any such holder that does not exchange its Company Series A Warrant pursuant to the preceding sentence may elect, in accordance with Sections 2.8 and 2.9 and subject to the adjustments set forth therein, to designate such Company Series A Warrant as of a “Cash Election Warrant”, with such election valid upon the subsequent exercise thereof. If the Company Series B Warrants become exercisable, a procedure similar to that described in the two immediately preceding sentences shall apply to the Company Series B Warrants shortly after the date on which the Company Series B Warrants became exercisable, if at all. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or holder of any of any Company Warrants: (i) Each Company Series A Warrant outstanding and unexercised immediately prior to the First Merger Effective Time with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Section 2.8 and Section 2.9 (a “Cash Election Warrant”) shall be amended so that such Company Series A Warrant shall entitle the holder thereof, when exercised, to receive for each share of Company Common Stock subject to such Company Series A Warrant, the Per Share Total Cash Consideration (net of the exercise price). (ii) Each Company Series A Warrant that is (other than Cash Election Warrants) outstanding and unexercised immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to amended so that such Company Series A Warrant immediately prior shall entitle the holder thereof, when exercised, to the First Merger Effective Time, except that: (i) the number receive for each share of shares of Parent Company Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares of Company Common Stock that were subject to such Company Series A Warrant, the Per Share Total Stock Consideration (net of the exercise price). (iii) Each Company Series B Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, outstanding and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day unexercised immediately prior to the First Merger Effective Time shall be amended so that such Company Series B Warrant shall entitle the holder thereof (after aggregating all fractional shares if such Company Series B Warrant becomes exercisable), when exercised, to receive for each share of Parent Company Common Stock issuable subject to such holder); and Company Series B Warrant, the Per Share Total Cash Consideration or the Per Share Total Stock Consideration (ii) the strike price shall not be modified; providedin each case, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility net of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsexercise price).

Treatment of Company Warrants. Unless otherwise exercised into Company Shares prior to the Effective as Time (including by way of the First Merger Effective Timeexercise on a net-issuance (‘cashless’) basis), each Company Warrant that is issued and outstanding immediately prior to the First Effective Time, will, by virtue of the Merger Effective Time shall cease and upon the terms and subject to represent a right to acquire the conditions set forth in this Agreement, be assumed by SPAC, and each such Company Common Stock and Warrant shall be converted automatically into a warrant representing to purchase SPAC Class A Shares (each, a right “Converted Warrant”). Each Converted Warrant shall continue to acquire Parent Common Stock, on substantially have and be subject to the same terms and conditions as applied were applicable to such Company Warrant immediately prior to before the First Merger Effective TimeTime (including expiration date and exercise provisions), except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Converted Warrant shall be determined by multiplying: exercisable for that number SPAC Class A Shares equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock that were Shares subject to such the Company Warrant immediately prior to before the First Merger Effective Time; Time multiplied by (B) the Equity Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike per share exercise price for each Company Share issuable upon exercise of the Converted Warrant shall not be modified; provided, however, that equal to the quotient obtained by dividing (1A) the Parent Board or a committee thereof shall succeed exercise price per Company Share of such Company Warrant immediately before the Effective Time by (B) the Equity Exchange Ratio. Unless otherwise exercised at such time, prior to the authority and responsibility of Closing, the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall SPAC will reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock SPAC Class A Shares that will be subject to the Company Warrants as a result issuable upon exercise of the actions contemplated by this Section 1.10. In connection with Converted Warrants and, if and when a Converted Warrant is exercised, the consummation SPAC shall issue or cause to be issued the appropriate number of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsSPAC Class A Shares.

Treatment of Company Warrants. Effective as of the First Merger Effective Time, each (i) Each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease be assumed by Parent (except to represent a right the extent otherwise provided by the terms thereof). Each such Company Warrant shall continue to acquire Company Common Stock have, and shall be converted automatically into a warrant representing a right to acquire Parent Common Stocksubject to, on substantially the same terms and conditions as applied to such Company Warrant in effect immediately prior to the First Merger Effective Time, except that: that (iA) the number of shares of Parent Common Stock subject to each assumed such Company Warrant shall be determined by multiplying: (A) exercisable for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were subject to issuable upon exercise of such Company Warrant immediately prior to the First Merger Effective Time; , multiplied by the (x) Per Share Securities Payment Amount and (y) the Per Share Earn Out Share Amount, provided that any shares of Parent Class A Common Stock issuable pursuant to this section (y) shall be issuable on account of such Company Warrant at the same time, and on the same terms and subject to the conditions, as the applicable portion of the Earn Out Shares are issuable to the Company Stockholders pursuant to Section 3.7, as if the holder of such Company Warrant were a Company Stockholder with respect to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time, and (B) the Exchange Ratio, and rounding per share exercise price for the resulting number down to the nearest whole number of shares of Parent Class A Common Stock, with any fractional Stock issuable upon exercise of such Company Warrant shall be equal to the quotient obtained by dividing (x) the exercise price per share of Parent Company Common Stock resulting from at which such rounding converted into a right Company Warrant was exercisable immediately prior to receive a cash payment the Effective Time, by (y) the Per Share Securities Payment Amount, rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and . (ii) The Company shall take all necessary actions to effect the strike price shall not be modified; provided, however, that (1treatment of Company Warrants pursuant to this Section 3.3(b) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof in accordance with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent agreements and the holders shall promptly furnish to Parent copies of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In any resolutions adopted or agreements entered into in connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantstherewith.

Treatment of Company Warrants. Effective as of Unless otherwise exercised into Company Shares prior to the First Acquisition Merger Effective TimeTime (including by way of exercise on a net-issuance (‘cashless’) basis), each Company Warrant that is issued and outstanding immediately prior to the First Acquisition Merger Effective Time shall cease Time, will, by virtue of the Acquisition Merger and upon the terms and subject to represent a right to acquire the conditions set forth in this Agreement, be assumed by TopCo, and each such Company Common Stock and Warrant shall be converted automatically into a warrant representing to purchase TopCo Shares (each, a right “Converted Warrant”). Each Converted Warrant shall continue to acquire Parent Common Stock, on substantially have and be subject to the same terms and conditions as applied were applicable to such Company Warrant immediately prior to before the First Acquisition Merger Effective TimeTime (including expiration date and exercise provisions), except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Converted Warrant shall be determined by multiplying: exercisable for that number TopCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock that were Shares subject to such the Company Warrant immediately prior to before the First Acquisition Merger Effective Time; Time multiplied by (B) the Equity Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike per share exercise price for each TopCo Share issuable upon exercise of the Converted Warrant shall not be modified; provided, however, that equal to the quotient obtained by dividing (1A) the Parent Board or a committee thereof shall succeed exercise price per Company Share of such Company Warrant immediately before the Acquisition Merger Effective Time by (B) the Equity Exchange Ratio. Unless otherwise exercised at such time, prior to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company WarrantClosing, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall TopCo will reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock TopCo Shares that will be subject to the Company Warrants as a result issuable upon exercise of the actions contemplated by this Section 1.10. In connection with Converted Warrants and, if and when a Converted Warrant is exercised, TopCo shall issue or cause to be issued the consummation appropriate number of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company WarrantsTopCo Shares.

Treatment of Company Warrants. At the Effective as of Time, to the First Merger extent not exercised prior to the Effective Time, each outstanding Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a right to acquire Company Common Stock and shall be automatically converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be (a “Parent Warrant”) as is determined by multiplying: (A) multiplying the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to otherwise acquirable pursuant thereto by the First Merger Effective Time; by (B) the Common Stock Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional Ratio at an exercise price per share of Parent Common Stock resulting from appropriately adjusted such rounding converted into a right to receive a cash payment (rounded up to that the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying aggregate exercise price for such fractional share of Parent Common Stock by Warrant shall be the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately same as it was prior to the First Merger Effective Time (after aggregating all fractional shares Time. At the Effective Time, Parent shall expressly assume the due and punctual observance and performance of Parent Common Stock issuable to such holder); each and (ii) the strike price shall not be modified; providedevery covenant contained in, howeverand condition of, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect Warrants to each such assumed be performed and observed by the Company Warrant, and all the obligations and liabilities thereunder. (2a) Parent shall, as As promptly as practicable following after the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance deliver to each holder of a number of shares of Parent Common Stock at least equal to Company Warrant a notice that contains a calculation in reasonable detail and accurately reflects the number of shares of Parent Common Stock that will each such holder is entitled to receive upon the exercise of such holder’s Company Warrant and the applicable adjusted exercise price. Together with such notice, or as part of such notice, Parent shall deliver a duly executed confirmation that Parent has expressly assumed the due and punctual observance and performance of each and every covenant contained in, and condition of, the applicable Company Warrant to be subject to performed and observed by the Company Warrants as a result and all the obligations and liabilities thereunder. (b) The number of shares of Parent Common Stock issuable upon exercise of the actions contemplated Parent Warrants shall be reserved by this Section 1.10Parent out of authorized but unissued Parent Common Stock for issuance upon exercise in full of all Parent Warrants after the Effective Time. In connection with Notwithstanding the consummation foregoing, upon the expiration of the Contemplated TransactionsParent Warrants, such Parent will reasonably cooperate with Common Stock reserved for issuance upon the Company with respect to exercise of the notification and related requirements under the agreements governing the Company WarrantsParent Warrants shall no longer be reserved.

Treatment of Company Warrants. Effective (i) Between the date hereof and the Closing Date, the Company shall use commercially reasonable efforts to cause each holder of a Company Warrant to execute and deliver an agreement in substantially the form attached hereto as Exhibit G (each, a “Warrant Termination Agreement”), consenting to the treatment of such holder’s Company Warrant provided for in Section 2.7(f)(ii) and providing for (A) the appointment by such holder of the First Securityholder Representative pursuant to Section 8.8 of this Agreement, (B) the agreement of such holder to be bound by the indemnification provisions contained in this Agreement, and (C) the waiver of any advance notice of the Merger under the terms of such holder’s Company Warrant. (ii) At the Effective Time, each outstanding Company Warrant, whether or not then exercisable, with respect to which the holder thereof has executed and delivered a Warrant Termination Agreement, shall be cancelled in consideration for the right to receive, for each share of Company Capital Stock which may be purchased under such Company Warrant, an amount, in cash, equal to (A) the per share consideration that such class of Company Capital Stock is entitled to receive pursuant to the Company’s certificate of incorporation, as amended by the Charter Amendment minus (B) the exercise price per share of Company Capital Stock at which such Company Warrant that is outstanding was exercisable immediately prior to the First Merger Effective Time shall cease Time. (iii) All Company Warrants other than those to represent a right be cancelled pursuant to acquire Company Common Stock and Section 2.7(f)(ii) above shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially the same terms and conditions as applied to such Company Warrant immediately prior to the First Merger Effective Time, except that: (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: either (A) exercised by the number holders of such Company Warrants in full or (B) terminated, cancelled or automatically converted into shares of Company Common Stock that were subject to such or Company Warrant Preferred Stock as of immediately prior to the First Merger Effective Time; by (B) the Exchange RatioClosing, and rounding the resulting number down either pursuant to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right its terms or pursuant to receive a cash payment (rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection an agreement with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrantsholder thereof.

Treatment of Company Warrants. At the Effective as Time, by virtue of the First Merger Effective Timeand without any action of any Party or any other Person (but subject to, in the case of Pioneer, Section 3.3(c)), each Company Warrant that is outstanding immediately prior to the First Merger Effective Time shall cease to represent a the right to acquire purchase Company Common Stock Shares, shall be assumed by Pioneer and shall be converted automatically into cancelled in exchange for a warrant representing to purchase Pioneer Shares (each such Company Warrant, a right “Rollover Warrant”) in an amount, at an exercise price and subject to acquire Parent Common Stock, on substantially the same such terms and conditions determined as applied to such Company set forth below. Each Rollover Warrant immediately prior to the First Merger Effective Time, except that: shall (i) be exercisable for, and represent the right to purchase, a number of shares of Parent Common Stock subject Pioneer Shares (rounded down to each assumed Company Warrant shall be determined by multiplying: the nearest whole share) equal to (A) the number of shares of Company Common Stock that were Shares subject to such the corresponding Company Warrant as of immediately prior to the First Merger Effective Time; , multiplied by (B) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (ii) have an exercise price per Pioneer Share (rounded up to the nearest whole cent), without interest and ) subject to any required Tax withholding, determined by multiplying such fractional share Rollover Warrant equal to (A) the exercise price per Company Common Share applicable to the corresponding Company Warrant as of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice divided by (B) the Exchange Ratio (such number of such conversion, together with Pioneer Shares resulting from the conversion of all material terms thereof (including the number and type of the securities issuable upon exercise) to Rollover Warrants, the applicable warrant agent and the holders of the Company Warrants“Converted Rollover Warrant Shares”). Parent Each Rollover Warrant shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the same terms and conditions (including applicable expiration and termination provisions) that applied to the corresponding Company Warrants Warrant as a result of immediately prior to the Effective Time, except for terms rendered inoperative by reason of the actions transactions contemplated by this Section 1.10. In connection with Agreement or for such other immaterial administrative or ministerial changes as the consummation Pioneer Board may determine in good faith are appropriate to effectuate the administration of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Rollover Warrants.

Treatment of Company Warrants. (a) No Company Warrants shall be continued, assumed or substituted by the Surviving Corporation or Parent as part of the Merger. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Securityholder: (i) Each Company Warrant that is a Company Preferred Warrant outstanding immediately prior to the Effective Time shall be cancelled and, in consideration of such cancellation, each holder thereof shall be entitled to receive, without interest, for each such cancelled Company Preferred Warrant (i) at the Closing, an amount in cash equal to the amount by which the Per Share Upfront Merger Consideration exceeds the exercise price of such Company Preferred Warrant (with such exercise price applied against the Per Share Upfront Merger Consideration) and (ii) in the event any Per Share Future Payment Amount becomes due pursuant to Sections 1.9 (Milestone Consideration), 1.14 (Post-Closing Adjustment), 1.15 (Escrow Agreement) or 1.16(d) (Securityholders’ Representative), the applicable Per Share Future Payment Amount, less, in each case, any portion of the exercise price not satisfied as of the First Merger Effective Timedate such Per Share Future Payment Amount becomes due, and it being understood that, in each case, applicable Taxes required to be withheld pursuant to Section 1.13 (Exchange/Payment) may be withheld in accordance therewith; and (ii) Each Company Warrant that is a Company Common Warrant or Company A-1 Preferred Warrant and is outstanding immediately prior to the First Merger Effective Time shall cease be cancelled at the Effective Time for no consideration and the holder thereof shall not be entitled to represent a right receive any payment therefor for each share subject to acquire each such cancelled Company Common Stock Warrant or Company A-1 Preferred Warrant. (b) The Company agrees that the Company Board shall take all necessary and shall be converted automatically into a warrant representing a right to acquire Parent Common Stock, on substantially appropriate action and adopt resolutions (including obtaining any required consents and satisfaction of any notice requirements under the same terms and conditions as applied to such of each outstanding Company Warrant immediately Preferred Warrant) prior to the First Merger Effective Time, except that: Time as may be required to effect the transactions described in this Section 1.8(a) (i) the number of shares of Parent Common Stock subject to each assumed Company Warrant shall be determined by multiplying: (A) the number of shares Treatment of Company Common Stock that were subject to such Company Warrant immediately prior to the First Merger Effective Time; by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (rounded up to the nearest whole centWarrants), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that (1) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such assumed Company Warrant, and (2) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company Warrants. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.

Treatment of Company Warrants. Effective as of the First Merger Effective Time, each Each Company Warrant that is outstanding immediately prior to the First Merger Effective Time, other than the Company Warrants that expire or are deemed automatically net exercised immediately prior to the Effective Time according to their terms as of the date of this Agreement as a result of the transactions contemplated by this Agreement, shall be cancelled, retired and terminated and cease to represent a right to acquire shares of Company Stock and each holder thereof shall instead have the right to receive from the Parent a new warrant for shares of AHPAC Common Stock (each, a “Replacement Parent Warrant”). Each Replacement Parent Warrant shall have, and shall be converted automatically into a warrant representing a right to acquire Parent Common Stocksubject to, on substantially the same terms and conditions as applied to such set forth in the Company Warrant immediately prior to the First Merger Effective TimeWarrants, except that: (i) the number of shares of Parent AHPAC Common Stock subject to which can be purchased with each assumed Company Replacement Parent Warrant shall be determined by multiplying: equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Company Common Stock that were subject (on an as-converted to such Company Common Stock basis) which the Company Warrant had the right to acquire immediately prior to the First Merger Effective Time; , multiplied by (B) the Exchange Ratio, ; and rounding (ii) the resulting number down exercise price for each Replacement Parent Warrant shall be equal to the nearest whole number of shares of Parent Common Stock, with any fractional share of Parent Common Stock resulting from such rounding converted into a right to receive a cash payment (as rounded up to the nearest whole cent), without interest and subject to any required Tax withholding, determined by multiplying such fractional share of Parent Common Stock by the closing price of a share of Parent Common Stock on the New York Stock Exchange on the trading day immediately prior to the First Merger Effective Time (after aggregating all fractional shares of Parent Common Stock issuable to such holder); and (ii) the strike price shall not be modified; provided, however, that quotient of (1A) the Parent Board or a committee thereof shall succeed to the authority and responsibility exercise price of the Company Board or any committee thereof with respect to each such assumed Company WarrantWarrant (in U.S. Dollars), and divided by (2B) Parent shall, as promptly as practicable following the First Merger Effective Time, provide notice of such conversion, together with all material terms thereof (including the number and type of the securities issuable upon exercise) to the applicable warrant agent and the holders of the Company WarrantsExchange Ratio. Parent shall take all corporate action necessary to reserve for issuance future issuance, and shall maintain such reservation for so long as any of the Replacement Parent Warrants remain outstanding, a sufficient number of shares of Parent AHPAC Common Stock at least equal to for delivery upon the number exercise of shares of such Replacement Parent Common Stock that will be subject to the Company Warrants as a result of the actions contemplated by this Section 1.10. In connection with the consummation of the Contemplated Transactions, Parent will reasonably cooperate with the Company with respect to the notification and related requirements under the agreements governing the Company Warrants.