Common use of Treatment of Options and Warrants Clause in Contracts

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreement.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of (a) At the Effective Time, shall automatically be terminated each outstanding option (each, a “Company Option”) to purchase shares of Company Common Stock granted under the Company’s Amended and retired without any further action of Restated Equity Incentive Plan adopted on January 13, 2019 (the “Company Equity Plan”), whether vested or Buyerunvested, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, that is outstanding immediately prior to the extent unexercised as of Effective Time shall, at the Effective Time, subject cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms and conditions (including any forfeiture and post-termination exercise provisions, but not taking into account any accelerated vesting provided for in the Company Equity Plan or in the related award document by reason of the transactions contemplated hereby) as were applicable to such Company Option or Warrant holder’s execution and delivery as of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal immediately prior to the product of Effective Time; provided, however, that (i) the excessnumber of shares of Parent Common Stock subject to each such Assumed Option shall be equal to the number of shares of Company Common Stock subject to each Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (Bii) the exercise price per share of such Assumed Option or Warrant, multiplied by (ii) shall be the number exercise price per share of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time divided by the Exchange Ratio, and (such product with respect to each Option iii) from and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to after the Effective Time, (x) references to the “Company” under the Company Equity Plan shall take all action necessary be deemed to terminate refer to Parent, (y) references to the “Board” under the Company Equity Plan shall be deemed to refer to the Parent Board, and (z) the committee that administers the Company Equity Plan shall be a committee established by the Parent Board. In all other material respects, the Assumed Options shall continue to be governed by the terms of the Company Equity Plan from and after the Effective Time, subject to such additional modifications as the Parent Board (or a committee appointed by the Parent Board) deems appropriate to reflect the Merger. Notwithstanding the foregoing, the exercise price and the number of shares of Parent Common Stock subject to each such Assumed Option Plans shall be subject to such adjustments as are necessary in order to avoid the imposition of any additional Taxes under Section 409A of the Code (and regulations issued by the IRS thereunder) or, in the case of any Assumed Option to which Section 422 of the Code applies as of the Effective Time Time, in order to satisfy the requirements of Section 424(a) of the Code (and cause that no further rights or liabilities exist under regulations issued by the Company Stock Option Plans except as specifically provided in this AgreementIRS thereunder).

Treatment of Options and Warrants. Upon (a) Subject to this Section 2.9, each Option that is vested and exercisable at the execution Closing (whether in accordance with the terms of this Agreementthe applicable Option Agreement or at the discretion of the Company’s board of directors) with an exercise price less than the Closing Date Per Share Merger Consideration (an “In-the-Money Vested Option”) shall be deemed exercised, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options cancelled and Warrants shall cease to be exercisable and, effective converted as of the Effective Time, shall automatically be terminated and retired Time without any further action of future liability to Purchaser (other than as specifically set forth in Section 2.12), the Company, the Surviving Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of other Person after the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days Company the In-the- Money Vested Option Cancellation Payment, subject to adjustments following the ClosingClosing as specified in this Agreement (including release of amounts held in the Escrow Account or the Seller Representative Expense Fund). The shares with respect to the Options that shall not become vested (i.e., to the extent not vested in cancellation and settlement therefor, a portion accordance with the applicable Option Agreement or at the discretion of the Merger Consideration in an amount equal to the product Company’s board of (idirectors) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full shall immediately prior to the Effective Time automatically be extinguished and cancelled without the right to receive any consideration (such product with no payment being made hereunder with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”thereto), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the Options with an exercise price of any such terminated Option or Warrant that is equal to or greater than exceeds the Closing Date Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior immediately prior to the Effective Time, to the extent not exercised by the holder thereof prior to the Effective Time in accordance with the terms of the Incentive Plan, automatically be extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto). As a condition to the receipt of the foregoing consideration provided in this Section 2.9, each holder of an In-the-Money Vested Option shall agree and acknowledge in an option surrender form substantially in the form of Exhibit F hereto (the “Option Surrender Form”), with such modifications as may be necessary, in each case, in a manner reasonably acceptable to each of Purchaser and the Company, that such holder (each holder, a “Tendering Optionholder”) (A) approves of this Agreement (including the liabilities of such Optionholder set forth in this Agreement), the Escrow Agreement, the other Related Documents and all of the arrangements relating thereto, (B) approves the appointment of the Seller Representative in accordance with the terms of this Agreement, (C) represents and warrants that it is the owner of all such In-the-Money Vested Options free and clear of all Liens and (D) acknowledges that such Optionholder’s portion of the In-the-Money Vested Option Cancellation Payment constitutes all of the consideration such Optionholder is entitled to receive with respect to the In-the-Money Vested Options held by such Optionholder, subject to adjustments following the Closing as specified in this Agreement (including release of amounts held in the Escrow Account or the Seller Representative Expense 29 ACTIVE 274341277 Fund). Without limiting the foregoing, the Company shall take all action actions necessary to terminate the Company Stock Option Plans Incentive Plan as of the Effective Time and cause to ensure that no further neither the Company nor its Subsidiaries will, at the Effective Time, be bound by any options, stock appreciation rights, warrants, restricted stock rights, restricted stock units, phantom equity awards or other rights or liabilities exist under agreements which would entitle any Person, other than Purchaser and its Subsidiaries, to own any equity interests in the Surviving Company or to receive any payment in respect thereof. With respect to each Optionholder (including any Non-Employee Optionholder) who shall not have delivered to the Company an Option Surrender Form prior to the Closing Date but does so after the Closing Date, Purchaser shall direct the Company to pay to such Optionholder (promptly following such Optionholder’s delivery to the Company of a duly executed and completed Option Surrender Form) such Optionholders In-the-Money Vested Option Cancellation Payment (and in the case of any Non-Employee Optionholder, Purchaser shall direct the Company to pay to such Non-Employee Optionholder the Non-Employee Option Cash Cancellation Payment and the Non- Employee Option Purchaser Stock Option Plans except as specifically provided in Cancellation Payment) such Optionholder would otherwise be entitled pursuant to this Agreement, without any interest thereon, subject to any subsequent adjustments thereto, had such Option Surrender Form had been delivered on or prior to the Closing Date; provided, however, that, for the avoidance of doubt, all of any such Optionholder’s Options shall be cancelled as of the Effective Time regardless of whether such Optionholder delivers to the Company an Option Surrender Form.

Treatment of Options and Warrants. Upon the execution (a) Each holder of this Agreementoptions to purchase shares of Company Common Stock (each, a “Company Option”) granted under any equity-based compensation plans of the Company (the “Company Equity Incentive Plans”) outstanding immediately prior to the Effective Time shall use commercially reasonable best efforts be permitted to provide that by the Closing, elect for all outstanding or any portion of such Company Options and Warrants shall cease to be exercisable exercised on a net basis by undertaking irrevocably to exchange the shares of Company Common Stock subject to such Company Options pursuant to Section 2.1(a) and, effective as in connection with such exchange, by relinquishing a fraction of the aggregate Merger Consideration payable pursuant to Section 2.1(a) with respect to such shares of Company Common Stock corresponding to the quotient obtained by dividing (x) the sum of the per share exercise price of such Company Option and the per share amount of any required withholdings with respect to the exercise of such Company Option by (y) the estimated per share value of the Merger Consideration determined, solely for purposes of effectuating net exercises contemplated by this Section 2.5(a), by agreement of the Parties reasonably in advance of the Closing Date. At the Effective Time, shall automatically be terminated each Company Option, whether vested or unvested, that is outstanding and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of immediately prior to the Effective Time, subject Time (disregarding Company Options which the holder has elected to such Option or Warrant holder’s execution and delivery be exercised on a net basis pursuant to the first sentence of a Letter of Transmittal, shall thereafter no longer be exercisable but this Section 2.5(a)) shall be assumed by Parent and converted into an option (each, an “Assumed Option”) to acquire that number of Parent Common Shares (rounded to the right to receive (from the Surviving Corporation within three (3nearest whole share) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, number of (A) shares of Company Common Stock subject to such Company Option immediately prior to the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, Effective Time multiplied by (ii) the number Equity Award Exchange Ratio (as defined below), and each such Assumed Option shall be exercisable at a price per Parent Common Share (which price per share shall be rounded up to the nearest whole cent) equal to the aggregate exercise price of Shares that would have been issuable had such terminated Company Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each divided by the Equity Award Exchange Ratio. Each Assumed Option and Warrant, subject to applicable withholding taxes, shall otherwise be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) same terms and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubtconditions, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Considerationin all material respects, as applicable, then such were applicable under the respective Company Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior immediately prior to the Effective Time, the . The Company shall take all action actions as are necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this AgreementEquity Incentive Plans, the agreements evidencing each such Company Option, and any applicable Law to effect the assumption of the Company Options upon the Effective Time, including, but not limited to, adopting all resolutions and giving all timely notices. The form and substance of any such resolutions and notices shall be subject to review and approval of Parent.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of (a) At the Effective Time, shall automatically be terminated each outstanding option (each, a “Company Option”) to purchase shares of Company Common Stock granted under the Company’s Amended and retired without any further action of Restated Equity Incentive Plan adopted on January 13, 2019 (the “Company Equity Plan”), whether vested or Buyerunvested, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, that is outstanding immediately prior to the extent unexercised as of Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms and conditions (including any forfeiture and post-termination exercise provisions, but not taking into account any accelerated vesting provided for in the Company Equity Plan or in the related award document by reason of the transactions contemplated hereby) as were applicable to such Company Option as of immediately prior to the Effective Time. The number of shares of Parent Common Stock subject to each such Assumed Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, number of shares of Company Common Stock subject to each Company Option immediately prior to the Effective Time multiplied by (Aii) the Per Share Common Merger ConsiderationExchange Ratio, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over and such Assumed Option shall have an exercise price per share equal to: (Bi) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option or Warrant, multiplied divided by (ii) the number Exchange Ratio; provided, that in the case of Shares that would have been issuable had such terminated any Company Option or Warrant been exercised in full immediately prior to which Section 421 of the Code applies as of the Effective Time (such product with respect to each Option and Warranttaking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to applicable withholding taxes, such option and the terms and conditions of exercise of such option shall be referred to herein as determined in a manner consistent with the “Option and Warrant Merger Consideration”)requirements of Section 424(a) of the Code; provided further, at that in the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price case of any such terminated Company Option or Warrant is equal to or greater than which Section 409A of the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, Code applies as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to of the Effective Time, the Company exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall take all action necessary to terminate be determined in a manner consistent with the Company Stock Option Plans as requirements of Section 409A of the Effective Time and cause that no further rights or liabilities exist under Code in order to avoid the Company Stock Option Plans except as specifically provided in this Agreementimposition of any additional Taxes thereunder.

Treatment of Options and Warrants. Upon (a) Following the execution Effective Date, provided that the Offeror has taken-up and paid for Common Shares following satisfaction of this Agreement, the Company shall Minimum Condition and received all Regulatory Approvals (which the Offeror agrees to use commercially reasonable best commercial efforts to provide that by obtain) and subject to compliance with the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant1933 Act, to the extent unexercised as applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested option (each, a “Replacement Option”) to purchase from the Offeror the number of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive Offeror Shares (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal rounded down to the product of nearest whole share) equal to: (i) the excess, if any, of (A) share exchange ratio under the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, Offer multiplied by (ii) the number of Common Shares that would have been issuable had subject to such terminated Option or Warrant been exercised in full immediately prior to the Effective Time Date. Such Replacement Option shall provide for an exercise price per Offeror Share (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject rounded up to the contingencies specified therein nearest whole cent) equal to: (subject to applicable withholding taxesi) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price per Common Share otherwise purchasable pursuant to such Option; divided by (ii) the share exchange ratio under the Offer. It is agreed that all terms and conditions of any such terminated a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Option or Warrant is equal to or greater than the Per Share Common Merger Considerationfor which it was exchanged, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant and shall be terminated governed by the terms of the Stock Option Plan and retired without any payment certificate or other consideration thereforoption agreement previously evidencing the Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act. Prior to the Effective TimeDate, the Company Offeror shall take all corporate action necessary to terminate reserve for issuance a sufficient number of Offeror Shares for delivery upon the Company Stock Option Plans as exercise of the Effective Time and cause Replacement Options that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided will be issued in accordance with this AgreementSection 2.8(a).