Common use of Treatment of Company Warrants Clause in Contracts

Treatment of Company Warrants. Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

Treatment of Company Warrants. Each outstanding warrant Prior to the Effective Time, the Company shall, in accordance with the terms of all unexercised and unexpired warrants to purchase Shares under any warrant agreements entered into by the Company Common Shares and the warrant holders party thereto (collectively, the “Company Warrants”), whether or not exercisable at deliver notices to the Effective Time, shall, at the option holders of the holder thereof: (i) Company Warrants, informing such holders of the Merger and containing such other information as the Company reasonably determines to be surrendered required pursuant to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided. At the Effective Time, thateach Company Warrant, whether vested or unvested and exercisable or unexercisable, that is issued, outstanding and unexercised immediately prior to the Effective Time, and not terminated pursuant to its terms in connection with the Merger, shall thereupon represent the right to receive, in exchange for the surrender and cancellation therefor, an amount in cash (without interest and subject to any deduction for withholding Taxes required by applicable Law in accordance with Section 2.05) to be paid to each former holder of any such cancelled Company Warrant equal to the product, if any, of (i) the number of Parent Common Shares deliverable upon subject to such Company Warrant and (ii) the excess, if any, of the Merger Consideration over the exercise of price per Share under such Company Warrant (the Company Converted Warrants following “Warrant Consideration”); provided that, if the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder exercise price per Share of any such Company Converted Warrant is equal to or greater than the Merger Consideration, such Company Warrant shall be entitled to receive cancelled without any evidences payment being made in respect thereof. Upon the surrender and cancellation of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the each Company Warrants) Warrant in accordance with the terms this Section 2.02, each former holder of such cancelled Company Converted WarrantWarrant shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the Warrant Consideration payable with respect thereto pursuant to this Section 2.02.

Treatment of Company Warrants. Each At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, or the Company, each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Common Shares Stock (the “Company Warrants”)) shall be canceled and, whether or not exercisable at the Effective Timein exchange therefor, each former holder of any such canceled Company Warrant shall, at the option upon surrender of such canceled Company Warrant, be entitled to receive from Parent, in consideration of the holder thereof: cancellation of such Company Warrant and in settlement therefor, a payment in cash (iwithout interest, and subject to any withholding in accordance with Section 2.3(g)) be surrendered to Parent in exchange for of an amount equal to the product of (A)the per share Consideration multiplied by (Bi) the total number of shares of Company Common Shares the holder of such Company Warrant would have received had such holder exercised Stock subject to such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculationEffective Time, the cashless exercise of such Company Warrant); or multiplied by (ii) remain outstanding following the Effective Time in accordance with Merger Consideration (such amounts payable hereunder, the terms thereof (each such Company “Warrant that remains outstanding following Consideration”). From and after the Effective Time, a “any such canceled Company Converted Warrant”)Warrant shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Consideration. For the avoidance of doubt, Promptly following the Effective Timedate of this Agreement (and in no event later than the date on which the Proxy Statement is first mailed to the Company’s stockholders), the Company Converted Warrants willshall deliver written notice, in accordance with the provisions of Section 7 thereofa form reasonably acceptable to Parent, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu each holder of a fractional share Company Warrant, in accordance with the terms of the applicable Company Converted Warrant, informing such holders of the effect of the Merger on the Company Warrants; provided, that. The Company shall provide Parent a reasonable opportunity to review and comment upon such notice prior to delivery of such notice to the holders of Company Warrants. Prior to the Effective Time, the number of Parent Common Shares deliverable upon Company shall take all necessary actions to permit the exercise cancelling and exchange of the Company Converted Warrants following contemplated by the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance foregoing provisions of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrantthis Section 2.2.

Treatment of Company Warrants. Each outstanding warrant The Company Warrants shall not be assumed or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shallthe Company Warrants (other than the [***]) shall automatically convert into the right to receive with respect to each share of Company Capital Stock subject thereto, at the option of the holder thereof: (i) be surrendered at the Closing, subject to Parent in exchange Section 1.9, the product of (x)(A) the consideration payable for each share of Company Capital Stock pursuant to Section 1.7(a), minus (B) an amount in cash equal to (A)the the per share Consideration exercise price of such Company Warrants, multiplied by (By) the total number of shares of Company Common Shares Stock subject to such Company Warrants (assuming conversion of any Preferred Stock that may be purchasable pursuant to such Warrant) immediately prior to its cancellation (such payment to be net of withholdings, if any, and without interest) (ii) any cash disbursements required to be made from the holder of Escrow Funds with respect to such Company Warrant would have received had (other than the [***] Warrants) to such holder exercised Company Warrantholder thereof (which shall exclude holders of warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount), without interest, in each case in accordance with Section 1.10(d) and/or Section 1.15(f) (and the terms of the Escrow Agreements), as applicable, (iii) any cash disbursements required to be made in connection with the Post-Closing Excess Amount (if any) with respect to such Company Warrant immediately prior (other than [***] Warrants) to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company WarrantWarrantholder (which shall exclude holders of [***] Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the released amount); or (ii) remain outstanding following the Effective Time , without interest, in accordance with Section 1.15(e), (iv) any cash disbursements required to be made from the terms thereof (each Expense Fund Account with respect to such Company Warrant that remains outstanding following (other than [***] Warrant (which shall exclude holders of [***] Warrants) to such Company Warrants) (based on such Company Warrantholder’s Excess Pro Rata Share of the Effective Timereleased amount), a “Company Converted Warrant”without interest, in accordance with Section 7.2(c), (v) the Per Share First Anniversary Payment Amount and (vi) the Per Share Second Anniversary Payment Amount. For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal payment to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number holders of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted [***] Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrantgoverned by Section 5.19 hereof.

Treatment of Company Warrants. Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at i) At the Effective Time, shalland without any further action on the part of Buyer, at Merger Sub or the option of Company, each outstanding Company Warrant shall terminate and be cancelled, and the holder thereof: thereof shall not be entitled to receive any consideration other than cash consideration (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”if any). For the avoidance of doubt, no Company Warrants shall be assumed by Buyer pursuant to the Merger. (ii) Prior to the Effective Time, the Company shall use commercially reasonable efforts to effect that at the Effective Time, and without any further action on the part of Buyer or Merger Sub, holders of outstanding Company Warrants that were not exercised (or deemed to automatically be exercised on a Net Basis) prior to the Effective Time shall receive no consideration in respect of such Company Warrants pursuant to this Agreement. (iii) Prior to the Effective Time, the Company shall use commercially reasonable efforts to cause, at the Effective Time, and without any further action on the part of Buyer, Merger Sub or the Company, each holder of: (A) an outstanding Company Common Stock Warrant (other than an Underwater Company Warrant) (I) to have such Company Common Stock Warrant converted into a number of shares of Company Common Stock equal to the quotient of (1) the excess of (x) the Per Share Estimated Fair Market Value over (y) the exercise price per share of such Company Common Stock Warrant divided by (2) the Per Share Estimated Fair Market Value and (II) to receive, with respect to each such share of Company Common Stock (of the number of shares calculated pursuant to clause (I)), the consideration to be received in respect of each share of Company Common Stock pursuant to Section 2.1(c)(i) when, as and if paid in accordance with this Agreement; (B) an outstanding Series A Warrant (other than an Underwater Company Warrant) (I) to have such Series A Warrant converted into a number of shares of Company Series A Preferred Stock equal to the quotient of (1) the excess of (x) the product of the Per Share Estimated Fair Market Value and 6.641 over (y) the exercise price per share of such Series A Warrant divided by (2) the product of the Per Share Estimated Fair Market Value and 6.641 and (II) to receive, with respect to each such share of Company Series A Preferred Stock (of the number of shares calculated pursuant to clause (I)), the consideration to be received in respect of each share of Company Series A Preferred Stock pursuant to Section 2.1(c)(ii) when, as and if paid in accordance with this Agreement; (C) (I) an outstanding Series B Warrant whose exercise price is less than or equal to the Series B Per Share Closing Amount, to receive, with respect to each share of Company Series B Preferred Stock subject to such Series B Warrant, the consideration to be received in respect of each share of Company Series B Preferred Stock pursuant to Section 2.1(c)(iii) when, as and if paid in accordance with this Agreement minus, with respect to the payment to be made promptly following the Effective Time, Company Converted Warrants will, in accordance with the provisions per share exercise price of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price such Series B Warrant (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, with respect to each such share of Company Series B Preferred Stock) and (II) an outstanding Series B Warrant (other than an Underwater Company Warrant) whose exercise price per share is greater than the Series B Per Share Closing Amount (xx) to have such Series B Warrant converted into a number of shares of Company Series B Preferred Stock equal to the extent applicablequotient of (1) the excess of (x) the product of the Per Share Estimated Fair Market Value and 7.87 over (y) the exercise price per share of such Series B Warrant divided by (2) the product of the Per Share Estimated Fair Market Value and 7.87 and (yy) to receive, with respect to each such share of Company Series B Preferred Stock (of the number of shares calculated pursuant to clause (xx)), the holder consideration to be received in respect of any each share of Company Converted Warrant shall be entitled Series B Preferred Stock pursuant to receive any evidences of indebtednessSection 2.1(c)(iii) when, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) and if paid in accordance with this Agreement; and (D) (I) an outstanding Series C Warrant whose exercise price is less than or equal to the terms Series C Per Share Closing Amount, to receive, with respect to each share of Company Series C Preferred Stock subject to such Series C Warrant, the consideration to be received in respect of each share of Company Series C Preferred Stock pursuant to Section 2.1(c)(iv) when, as and if paid in accordance with this Agreement minus, with respect to the payment to be made promptly following the Effective Time, the per share exercise price of such Series C Warrant (for the avoidance of doubt, with respect to each such share of Company Converted Series C Preferred Stock) and (II) an outstanding Series C Warrant (other than an Underwater Company Warrant) whose exercise price per share is greater than the Series C Per Share Closing Amount (xx) to have such Series C Warrant converted into a number of shares of Company Series C Preferred Stock equal to the quotient of (1) the excess of (x) the Per Share Estimated Fair Market Value over (y) the exercise price per share of such Series C Warrant divided by (2) the Per Share Estimated Fair Market Value and (yy) to receive, with respect to each such share of Company Series C Preferred Stock (of the number of shares calculated pursuant to clause (xx)), the consideration to be received in respect of each share of Company Series C Preferred Stock pursuant to Section 2.1(c)(iv) when, as and if paid in accordance with this Agreement.

Treatment of Company Warrants. Each outstanding warrant (a) Subject to purchase Company Common Shares (the “Company Warrants”)terms and conditions of this Agreement, whether or not exercisable at the Effective Time, shallif any Company Warrant is outstanding, at each such Company Warrant will automatically be canceled in exchange for the option right to receive per Capital Share for which such Company Warrant is exercisable as of immediately prior to the holder thereof: Effective Time (without interest and subject to Section 3.3): (i) the Residual Per Share Amount, minus the exercise price per Capital Share subject to such Company Warrant, as allocated in accordance with and subject to Section 2.15 and provided in the Closing Allocation Schedule; (ii) any cash disbursements required to be surrendered made from the General Escrow Amount, the Tax Escrow Amount, Xxxx & Xxxxx Escrow Amount and Expense Fund, in each case, with respect to Parent such share to the former holder of such Company Warrant in exchange for an amount accordance with the terms of this Agreement, the Escrow Agreement and the Closing Allocation Schedule when such disbursements, if any, are required to be made; (iii) the Earn-Out Consideration Per Share, if any, if and when distributed in accordance with and subject to Section 2.16 and Section 2.18; and (iv) any adjustment pursuant to Section 3.6(d). If the exercise price per share of any such Company Warrant is equal to or greater than the Residual Per Share Amount pursuant to clause (A)the per share Consideration multiplied by a)(i) above of this Section 2.11, such Company Warrant shall be canceled without any payment being made in respect thereof. (Bb) For the number avoidance of doubt, if any Company Common Shares Warrant is exercised prior to the Effective Time (in accordance with this Agreement), then the holder of such Company Warrant would have received had shall receive, in respect of each such underlying share, the applicable Per Share Consideration to which it is entitled pursuant to Section 2.9 as a holder exercised such of Capital Shares hereunder. (c) The Company shall deliver a notice of the Merger to the holders of the Company Warrants when it delivers notice of the Merger to its shareholders, which shall in no event be less than ten (10) Business Days before the Closing. Such notice shall inform the warrantholder that its Company Warrant immediately will be cancelled in the Merger and entitle the warrantholder to the Merger Consideration as forth herein, and shall be in a form reasonably acceptable to Buyer; provided, that if any warrantholder elects to exercise its Company Wararnt 505026976.1 prior to the Closing Closing, such exercise must be made no less than five (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii5) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately Business Days prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

Treatment of Company Warrants. Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at At the Effective Time, each then outstanding and unexercised Company Warrant shall, at the option by virtue of the First Merger, be immediately canceled and the holder thereof: (i) thereof shall be surrendered entitled to Parent receive, subject to Section 1.5, in exchange for an amount equal full satisfaction of the rights of such holder with respect thereto, with respect to (A)the per each share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised Stock subject to such Company Warrant immediately prior to the Effective Time: (i) the Per Seller Closing (assuming Consideration for the purposes of this calculation, the cashless exercise holder of such Company Warrant), provided that such Per Seller Closing Consideration is being paid with respect to such Company Warrant and all other Company Securities held by such holder, collectively and not on a per-share or per-Company Security basis, without duplication; or (ii) remain outstanding following the Effective Time Per Seller Indemnity ADSs for the holder of such Company Warrant, provided that such Per Seller Indemnity ADSs are being issued with respect to such Company Warrant and all other Company Securities held by such holder, collectively and not on a per-share or per-Company Security basis, without duplication, and provided further that such Indemnity ADSs are subject to Release from Indemnity in accordance with Section 1.7(f) and ARTICLE VII; (iii) when, if and to the terms thereof extent payable hereunder, each Per Share Milestone Payment; (iv) when, if and to the extent payable hereunder, the Per Share Surplus Amount; (v) when, if and to the extent payable hereunder, the Per Share Reserve Release Amount, (vi) when, if and to the extent payable hereunder, the Per Share Special Payment Amount, subject in each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants willcase (i) through (vi) to applicable Tax withholdings and other source deductions, in accordance with Section 1.9. Notwithstanding the provisions foregoing, no consideration shall be payable hereunder in respect of Section 7 thereofany Out-of-the-Money Warrant and each then outstanding Out-of-the-Money Warrant shall, represent a right to purchaseby virtue of the First Merger, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number be canceled and terminated without any exercise or conversion thereof or payment of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled or consideration therefor and shall cease to receive in lieu exist shall, by virtue of an adjustment the First Merger, be canceled and terminated without any exercise or conversion thereof or payment of any cash or other property or consideration therefor and shall cease to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrantexist.

Treatment of Company Warrants. Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Each Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant issued and outstanding immediately prior to the Closing (assuming for Effective Time shall survive the purposes of this calculationMerger and remain outstanding, the cashless but shall, upon any subsequent exercise of such Company Common Warrant (by delivery to the Surviving Corporation of the Notice of Exercise pursuant to Section 2.2(b)(iv) and the terms of such Common Warrant); or (ii) remain outstanding following , be entitled to receive only the Effective Time in accordance with the terms thereof (Warrant Consideration for each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares Share for which such Company Converted Common Warrant may have been exercised was exercisable immediately prior to the Closing, (I) an which amount shall be held in escrow pending the exercise of cash equal to such Common Warrant or its repurchase in accordance with its terms; provided that the Cash Consideration multiplied by the number holder of Company any Common Shares for which such Company Converted Warrant may have been exercised notify the Company (or, after the Effective Time, the Surviving Corporation), by delivery thereto of the Repurchase Notice pursuant to Section 2.2(b)(iv) and the terms of such Common Warrant within 30 days after the Warrant Repurchase Date that such holder is exercising the holder's right to cause the Company to repurchase such Common Warrant from such holder for the Black-Scholes Value of such Common Warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such Common Warrants in accordance with their terms; provided, further, that in no event may any holder of Common Warrants receive both the Warrant Consideration and the Black-Scholes Value in exchange for such Common Warrant. (ii) Each Underwater Warrant issued and outstanding immediately prior to the Closing Effective Time shall survive the Merger and (II) that number remain outstanding, but shall, upon exercise of Parent Common Shares equal such warrant in accordance with its terms, be entitled to receive no consideration or securities of any kind due to the number of per-Company Common Shares for which such Company Converted Share exercise price set forth in each Underwater Warrant may have been exercised exceeding the Merger Consideration. (iii) Each Black-Scholes Warrant issued and outstanding immediately prior to the Closing multiplied by Effective Time shall be treated in the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with same manner as the terms of the Company Converted Underwater Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, that the holder of any Company Converted Black-Scholes Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in may notify the Company Warrants(or, after the Effective Time, the Surviving Corporation), by delivery thereto of the Repurchase Notice pursuant to Section 2.2(b)(iv) in accordance with and the terms of such Black-Scholes Warrant, within 30 days after the Warrant Repurchase Date that such holder is exercising the holder's right to cause the Company Converted to repurchase such Black-Scholes Warrant from such holder for the Black-Scholes Value of such Black-Scholes Warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such Black-Scholes Warrants in accordance with their terms.

Treatment of Company Warrants. Each outstanding warrant to purchase (i) The Company Common Shares Warrants shall not be assumed or continued by Parent, Midco, the Company, or the Surviving Corporation in connection with the Merger or the other transactions contemplated hereby. Immediately prior to the Effective Time, each and every Company Common Warrant for which a Warrant Cancellation Agreement has been executed and delivered to the Company, per the terms and conditions of the Company Common Warrants and the respective Warrant Cancellation Agreement, at the Effective Time shall be cancelled and extinguished and be converted automatically into the right to receive with respect to each share of Company Common Stock received upon exercise of a Company Common Warrant, (i) subject to Section 2.3, (A) if the “holder thereof is (x) an Accredited Stockholder, a number of shares of Parent Common Stock calculated in accordance with the Certificate of Incorporation of Company Warrants”and the applicable Company Common Warrant and as set forth on the Allocation Schedule, or (y) an Unaccredited Stockholder, the Per Share Unaccredited Cash Consideration (in each case, without interest thereon) minus the per share exercise price of such Company Common Warrant, minus (B) the Per Share Expense Fund Amount and (ii) a contingent right to any cash disbursements required to be made from the Expense Fund Account with respect to such Company Common Warrant to such Company Warrant holder (based on such Company Warrant holder’s Pro Rata Share of the released amount), whether without interest, in accordance with Section 8.9(c). Notwithstanding the foregoing, any Company Common Warrant that has an exercise price that equals or not exercisable exceeds the value of the Parent Common Stock underlying such Company Common Warrant (as set forth on the Allocation Schedule) or the Per Share Unaccredited Cash Consideration, as applicable, shall be cancelled and terminated without consideration at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of . Any Company Common Shares Warrant that is not represented by a validly executed Warrant Cancellation Agreement shall be terminated per the holder terms and conditions of such Company Common Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or Effective Time. (ii) remain outstanding Immediately prior to the Effective Time, each Company Preferred Warrant shall be cancelled and replaced by a Replacement Warrant, which, following the Effective Time and in accordance with the terms thereof (each such Company Warrant that remains outstanding following and conditions of the Effective TimeReplacement Warrant, a “Company Converted Warrant”). For shall represent the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for receive a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number shares of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share Preferred Stock calculated in accordance with the terms of the Company Converted Warrants; provided, thatapplicable Replacement Warrant and as set forth on the Allocation Schedule (without interest thereon). (iii) Prior to the Effective Time, the number boards of Parent Common Shares deliverable upon the exercise directors of Parent, Midco, Merger Sub and the Company Converted Warrants following the Closing shall be subject will adopt such resolutions or take such actions as are reasonably necessary to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with carry out the terms of such Company Converted Warrantthis Section 2.1(c).

Treatment of Company Warrants. Each outstanding warrant Subject to purchase Company Common Shares (the “Company Warrants”)terms and conditions of this Agreement, whether or not exercisable at the First Merger Effective Time, shall, at by virtue of the option First Merger and without any action on the part of the holder thereof: , the Company Warrants shall be cancelled and extinguished and automatically converted into the right to receive, for each share of Company Capital Stock for which such Company Warrant was exercisable (it being understood that Company Securityholders that have executed and delivered Securityholder Joinder Agreements shall be deemed to have agreed to the applicable obligations set forth herein pursuant to such Securityholder Joinder Agreements): (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number case of a holder of Company Common Shares Warrants that is an Accredited Investor, the Participating Warrant Closing Consideration for each share of Company Capital Stock subject to such Company Warrant plus any Additional Per Share Consideration, in each case, subject to the obligation of the holder of such Company Warrant would have to return to the Buyer Parties or the applicable Buyer Indemnified Parties the amount so received had as a result of such cancellation to the extent such holder exercised has, at any time and from time to time, any unsatisfied payment obligations to such Company Warrant immediately prior Buyer Indemnified Parties pursuant to, and subject to the Closing (assuming for the purposes of this calculationterms and conditions of, the cashless exercise of such Company Warrant)Section 8; or and (ii) remain outstanding following in the Effective Time case of a holder of Company Warrants that is not an Accredited Investor, cash in accordance with the terms thereof (amount of the Non-Participating Warrant Closing Consideration for each share of Company Capital Stock subject to such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants willplus any Additional Per Share Consideration, in accordance with the provisions of Section 7 thereofeach case, represent a right to purchase, for a price equal subject to the Exercise Price (as defined in obligation of the holder of such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to return to the Closing, (I) an Buyer Parties or the applicable Buyer Indemnified Parties the amount so received as a result of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, cancellation to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled has, at any time and from time to receive in lieu of an adjustment time, any unsatisfied payment obligations to such Buyer Indemnified Parties pursuant to, and subject to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrantand conditions of, Section 8.

Treatment of Company Warrants. Each By virtue of the Amalgamation, each Company Warrant outstanding immediately prior to the Arrangement Effective Time (whether vested or unvested) shall be exchanged for a warrant exercisable to purchase Company receive TopCo Common Shares (the each, a “Company WarrantsRollover Warrant”). Accordingly, whether or not exercisable at from and after the Effective Time, shall, at the option consummation of the holder thereofAmalgamation: (i) each Rollover Warrant may be surrendered to Parent in exchange exercised solely for an amount equal to TopCo Common Shares; (A)the per share Consideration multiplied by (Bii) the number of Company TopCo Common Shares subject to each Rollover Warrant shall be determined by multiplying the holder number of such Company Warrant would have received had such holder exercised Shares that were subject to such Company Warrant immediately prior to the Closing (assuming for consummation of the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied Arrangement by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with and rounding the terms of resulting number down to the Company Converted Warrants; provided, that, the nearest whole number of Parent TopCo Common Shares; (iii) the per share exercise price for TopCo Common Shares deliverable issuable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted each Rollover Warrant shall be entitled expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Shares subject to receive any evidences of indebtednesssuch Company Warrant, assets (including cash) or other property such holder would have been entitled to receive as in lieu of an adjustment effect immediately prior to the Exercise Price consummation of the Amalgamation (as defined converted into U.S. Dollars by using the USD / CAD Exchange Rate), by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Company Warrant shall continue in full force and effect under the Company Warrants) in accordance with Rollover Warrant, and the terms and other provisions of such Company Converted WarrantWarrant shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the TopCo Board (or the compensation committee of the TopCo Board) may determine in good faith are necessary to effectuate the administration of the Rollover Warrants.

Treatment of Company Warrants. Each outstanding warrant The Company shall use all reasonable efforts to purchase assure, including if applicable obtaining written agreements or consents from the holders of Company Common Shares Warrants (such an agreement or consent, a “Company Warrantholder Consent”), that each Company Warrant shall be either (i) exercised in full in accordance with its terms at or prior to the Closing, or (ii) automatically cancelled effective as of the Effective Time in exchange for a cash payment (the “Company WarrantsWarrant Consideration”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to the product of (A)the A) the excess of (x) the Per Share Merger Consideration with respect to a share of Company Common Stock over (y) the per share Consideration multiplied by exercise price of such Company Warrant and (B) the number of shares of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior Stock subject to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); . At or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount the Company will provide to Parent a schedule setting forth the aggregate Warrant Consideration payable to each holder of cash equal to the Cash Consideration multiplied by the number of a Company Common Shares for which such Company Converted Warrant may have been exercised immediately in accordance with this Section 5.7(b). At least five business days prior to the Closing and (II) that number of Closing, Parent Common Shares equal will cause the Paying Agent to provide to the number Company, for distribution to the holders of Company Common Shares for which Warrants, appropriate instructions and form documentation (including with respect to Tax withholding, and including provisions whereby each such Company Converted Warrant may have been exercised immediately prior holder irrevocably agrees to, and to be bound by, the provisions hereof relating to the Closing multiplied by Securityholder Representative (including without limitation the Exchange Ratioappointment of the Securityholder Representative as such holder’s representative and attorney-in-fact as provided herein), together with any cash paid in lieu of a fractional share in accordance the deposit with the terms Escrow Agent of such holder’s Proportionate Percentage of the Company Converted Warrants; provided, thatEscrow Amount as a part of the Purchase Price payable to such holder hereunder, the number provisions of Parent Common Shares deliverable upon Article VII and the exercise Escrow Agreement) to be completed, signed and submitted by such holders to the Paying Agent at or after the Effective Time in order to receive payment of the Company Converted Warrants following Warrant Consideration. Parent will instruct and cause the Closing shall be subject Paying Agent to adjustment for events subsequent make such payment to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the each such holder not later than one business day after receipt from such holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrantdocumentation.

Treatment of Company Warrants. Each outstanding warrant (a) Prior to purchase the Closing, the Company Common Shares shall provide a notice to the holders of Company Warrants apprising them that, subject to the holder thereof executing and delivering to the Company prior to the end of the Business Day on the date that is at least three Business Days prior to the Closing Date a Warrant Termination Agreement in the form attached hereto as Exhibit F (the a “Company WarrantsWarrant Termination Agreement”), whether such holder is entitled to the payments set forth in this Agreement with respect to such Company Warrant, all in accordance with and subject to the terms and conditions of this Agreement and the Warrant Termination Agreement. If a holder timely executes and delivers the Warrant Termination Agreement in accordance with this Section 1.12(a) his or not exercisable at her Company Warrants are “Cashed-Out Warrants” for purposes of this Agreement. Any holder that fails to timely execute and deliver a Warrant Termination Agreement forfeits such Company Warrant and such Company Warrant terminates effective as of the Closing. (b) Prior to the Closing, the Company’s board of directors shall adopt appropriate resolutions and take all other actions it determines are reasonably necessary and appropriate to cause each Cashed-Out Warrant that is outstanding immediately prior to the Effective Time to be cancelled and converted as of the Effective Time into the right to receive (subject to the terms and conditions of this Agreement and the Warrant Termination Agreement) a portion of the Aggregate Merger Consideration with respect thereto equal to the Company Warrant Payment Amount less any applicable withholding Taxes (with any such withholding Taxes to be paid in cash). As of the Effective Time, shallall Cashed-Out Warrants automatically cease to exist, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the and each holder of such a Cashed-Out Warrant ceases to have any rights with respect thereto, except the right to receive the Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculationPayment Amount, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants willif any, in accordance with this Agreement and the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted WarrantTermination Agreements.

Treatment of Company Warrants. Each outstanding warrant Subject to purchase Company Common Shares (the “Company Warrants”this Section 2.6(e), whether or not exercisable Section 2.7, Article III and Article IX, each Company Warrant will, at the Effective Time, shallto the extent not previously exercised for shares of Company Common Stock by the holder thereof, at be terminated and convert, without payment by the option holder of any exercise price, into the right of the holder thereof: of the terminated Company Warrant (each, a “Warrantholder”) to receive, in consideration of such termination (such aggregate amount, the “Warrant Consideration”), without interest, (i) be surrendered to Parent in exchange for an amount in cash equal to the product obtained by multiplying (A)the per share Consideration multiplied A) the aggregate number of shares of Company Common Stock issuable upon the exercise of such unexercised Company Warrant (collectively with respect to such Company Warrant, the “Warrant Shares”), by (B) the number excess, if any, of Company Common (x) the Estimated Per Share Merger Consideration, less (y) the exercise price per share of such Warrant Shares the holder of under such Company Warrant would have received had such holder exercised (the “Warrant Preference Consideration”), plus (ii) in each case when, if and to the extent payable hereunder, (A) an amount in cash equal to the product obtained by multiplying the number of Warrant Shares subject to such Company Warrant immediately prior by the Per Share Excess Amount, if any, plus (B) an amount in cash equal to the Closing (assuming for product obtained by multiplying the purposes number of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each Warrant Shares subject to such Company Warrant that remains outstanding following by the Per Share Escrow Release Amount with respect to any amounts released to the Equityholders from the Escrow Fund from time to time pursuant to the terms of this Agreement and the Escrow Agreement, if any, plus (C) an amount in cash equal to the product obtained by multiplying the number of Warrant Shares subject to such Company Warrant by the Per Share Reserve Fund Release Amount with respect to any amounts released to the Equityholders from the Reserve Fund from time to time pursuant to the terms of this Agreement, if any. Following the Effective Time, a “each Company Converted Warrant”). For Warrant shall no longer be exercisable by the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 holder thereof, represent a right to purchase, for a price equal but shall only entitle such holder to the Exercise Price (as defined in such payment of the applicable Warrant Consideration. The Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior shall take all necessary actions, including providing any required notice to, and obtaining any required consents to the Closingterms set forth in this Section 2.6(e) from, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant Warrantholders as may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with be required under the terms of any agreements evidencing the Company Converted Warrants; , provided, that, the number of Parent Common Shares deliverable that such actions shall expressly be conditioned upon the exercise consummation of the Company Converted Warrants following the Closing Merger and shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrantsof no force or effect if this Agreement is terminated. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Any Warrant shall be Consideration a Warrantholder is entitled to receive any evidences of indebtedness, assets (including cashpursuant to this Section 2.6(e) or other property such holder would have been entitled to receive in lieu of an adjustment shall be rounded to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrantnearest whole cent.

Treatment of Company Warrants. Each outstanding warrant The Company Warrants shall not be assumed or continued by Parent or the Company in connection with the Merger or the other transactions contemplated hereby. Immediately prior to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shallthe Company Warrants shall be cancelled and extinguished and, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior subject to the Closing (assuming for the purposes execution and delivery by each Company Warrantholder of this calculation, the cashless exercise of such Company Warrant); a Warrant Cancellation Agreement at or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal be converted automatically into the right to the Cash Consideration multiplied by the number receive with respect to each share of Company Common Shares for which Stock subject thereto, (i) at the Closing, subject to Section 2.3, (A) a number of shares of Parent Class A Common Stock equal to (1) the Per Share Consideration minus the per share exercise price of such Company Converted Warrant may have been exercised immediately prior divided by (2) the Parent Stock Price, minus (B) the Per Share Adjustment Escrow Amount, minus (C) the Per Share Specific Indemnity Escrow Amount, minus (D) the Per Share Indemnity Escrow Amount, minus (E) the Per Share Expense Fund Amount, (ii) any disbursements of Escrow Shares required to be made from the Escrow Account with respect to such Company Warrant to the Closing and Company Warrantholder thereof (II) that number of Parent Common Shares equal to the number of Company Common Shares for which based on such Company Converted Warrant may have been exercised immediately prior to Warrantholder’s Pro Rata Share of the Closing multiplied by the Exchange Ratioreleased amount), together with any cash paid without interest, in lieu of a fractional share each case in accordance with Section 2.9(f) and/or Section 8.4, as applicable, (iii) any cash disbursements required to be made in connection with the terms Post-Closing Excess Amount (if any) with respect to the Company Warrant to the Company Warrantholder thereof (based on such Company Warrantholder’s Pro Rata Share of the Company Converted Warrants; providedreleased amount), thatwithout interest, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with Section 2.9(e) and (iv) any cash disbursements required to be made from the terms of Expense Fund Account with respect to such Company Converted WarrantWarrant to the Company Warrantholder thereof (based on such Company Warrantholder’s Pro Rata Share of the released amount), without interest, in accordance with Section 8.6(c).