Common use of Unvested Company Options Clause in Contracts

Unvested Company Options. At the Effective Time, each Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall, by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a stock option of Parent that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, equal to the product of (A) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon the Effective Time in accordance with the applicable Company Equity Plan.

Unvested Company Options. At Subject to the terms and conditions of this Agreement, at the First Effective Time, each Unvested Company Option that is outstanding as of issued and outstanding, immediately prior to the First Effective Time shall be terminated and held by a Continuing Employee shall, by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Unvested Company Option, be assumed by Parent automatically substituted and converted into, or terminated and substituted with, a stock option of Parent that represents into the right to acquire a number of validly issuedreceive, fully paid and non-assessable shares of Parent Common Stock, equal with respect to the product of (A) the number of shares each share of Company Common Stock subject to such Unvested Company Option immediately prior Option, an Acquiror restricted stock unit (“Acquiror RSU”) granted under Acquiror’s 2007 Equity Incentive Plan for an amount of shares of Acquiror Common Stock equal to the Effective Timequotient obtained by dividing (A) the Unvested Company Options Per Share Value less the exercise price per share attributable to such Company Option, multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from Acquiror Closing Stock Price. The number of shares of Acquiror Common Stock subject to each Acquiror RSU each Company Optionholder is entitled to receive for the shares of Company Common Stock subject to Unvested Company Options held by such multiplication Company Optionholder shall be rounded down to the nearest whole shareshare (with no cash being payable for any fractional share eliminated by such rounding) and computed after aggregating all shares of Company Common Stock that are subject to a particular Unvested Company Option held by such Company Stockholder. Following Each such Acquiror RSU shall be subject to the Effective Timeterms and conditions of Acquiror’s 2007 Equity Incentive Plan and the Acquiror award agreement for such Acquiror RSU, each Converted Option but shall continue to have, and be governed by subject to, substantially the same material terms (or more favorable) vesting schedule (excluding acceleration terms) set forth in the applicable stock option agreement as is in effect immediately prior to the First Effective Time (except to the extent otherwise provided in the Acquiror New Hire Package, Acquiror award agreement for such Acquiror RSU and/or the Benefits Waiver, as applicable), except that the shares of Acquiror Common Stock subject to such Acquiror RSU shall vest and conditionssettle as follows — (1) on March 15, including 2011, such Acquiror RSU shall (x) vest and settle with respect to the shares that would have vested from the Closing Date until March 15, 2011, (y) receive six months worth of accelerated vesting (i.e., the remaining vesting schedule will be shortened by six months), and (z) following the effectiveness of such accelerated vesting, vest and settle with respect to the shares that would have vested from March 15, 2011 through July 14, 2011, and (2) thereafter, such Acquiror RSU shall vest and settle on each July 15, October 15, January 15 and March 15 (it being understood that on each such vesting date, the shares that would have vested according to the original vesting schedule between such vesting date and the next subsequent vesting date shall vest); provided, however, that any withholding for Taxes applicable to the Acquiror RSUs shall be satisfied by withholding shares of Acquiror Common Stock that would otherwise be issued when the Acquiror RSUs are settled with a value equal to the amount of such withholding Taxes; provided, further, that the vesting scheduleacceleration described in sub-clause (y) above shall be contingent on the holder of such Unvested Company Option executing a release of claims he or she may have with respect to the treatment of such Company Optionholder’s Company Options in the Merger. Consistent with the terms of the Company Option Plans and the documents governing the outstanding Unvested Company Options under such plan as in effect on the Agreement Date, the Merger shall not accelerate the exercisability or vesting of such options or the shares of Acquiror Common Stock which shall be subject to Acquiror RSUs upon Acquiror’s substitution and conversion of such options in the Merger (except as were applicable otherwise contemplated by this Agreement). Promptly after the Closing Date, Acquiror shall issue to each Person who immediately prior to the Effective Time to the was a holder of an outstanding Unvested Company Option from which it was converted or for which it is a substitutean award agreement evidencing the foregoing substitution and conversion of such option by Acquiror. All Unvested Company Options shall, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price by virtue of the Unvested Company Option from which it was converted or First Merger and without the need for which it is a substitute, divided by (y) any further action on the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention part of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Timeholder thereof, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon extinguished at the First Effective Time in accordance with the applicable Company Equity PlanTime.

Unvested Company Options. At the Effective TimeClosing, each then outstanding and unexercised Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall, shall by virtue of the Merger Acquisition and without any further action by Parenton the part of any holder thereof, Merger Sub, the Company, or be terminated and the holder thereof shall be entitled to receive, with respect to each Company Share subject thereto, consideration (measured in US dollars) equal to the excess, if any, of the Per Ordinary Share Consideration over the per share exercise price of such Unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a Option as set forth in Payment Spreadsheet (the “Per Unvested Option Consideration”). The Per Unvested Option Consideration shall consist of restricted stock option units of Parent that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, (“Unvested RSUs”) equal to the product Per Unvested Option Consideration divided by the Parent Average Trading Price, rounded to the nearest whole share. The Per Ordinary Share Consideration used for purposes of (A) the number calculations of shares the Per Unvested Option Consideration hereunder shall be deemed to assume that 70% of Company Common Stock the Earn Out Amount has been paid. Each Unvested RSU resulting from the foregoing shall continue to have, and be subject to, substantially similar terms and conditions as were applicable to such Unvested Company Option immediately prior to the Effective TimeClosing (including any vesting and acceleration provisions, multiplied by (B) such that the Option Exchange Ratio (eachvesting schedule of such Unvested RSUs shall continue under the same schedule as would have been applicable to the Unvested Company Option). The Unvested RSUs shall, a “Converted to the extent rolled over from Unvested Company Options that were originally issued under the capital gains track pursuant to Section 102 of the Israeli Income Tax Ordinance, continue after Closing, consistent with the terms of the 102 Tax Ruling, to qualify under the capital gains track of Section 102 in the same manner as prior to Closing, and the two year lock up period under Section 102 shall be deemed to have commenced upon the date on which such lock up period commenced for the original Unvested Company Option”); provided. The shares of Parent Common Stock underlying the Unvested RSUs will be, that any fractional share as of Closing, and thereafter, registered under an effective registration statement of Parent on Form S-8, and will be exempt from prospectus in Israel under an exemption to be obtained prior to Closing pursuant to Section 15D of the Israeli Securities Law. The Unvested RSU resulting from such multiplication shall be rounded down the roll over of Unvested Company Options that are subject to the nearest whole share. Following the Effective Time, each Converted Option Section 102 shall continue to be governed held by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon the Effective Time 102 Trustee in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Sections 102 and 3(i) of the Israeli Tax Ordinance and the regulations and rules promulgated thereunder, including the completion of any required 102 Trust Period) and the Israeli 102 Tax Ruling (or any other approval from the ITA received either by the Company Equity Planprior to Closing, or by the Buyer or the Company after Closing with the consent of the Representative). For the avoidance of doubt, the value of the Unvested RSUs at the Closing shall not be part of and shall be in addition to the Acquisition Consideration.

Unvested Company Options. At the Effective Time, each Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall, by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a stock option of Parent that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, equal to the product of (A) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention of the parties Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon the Effective Time in accordance with the applicable Company Equity Plan.

Unvested Company Options. At the Effective TimeClosing Date, each Unvested Company Options shall be assumed by Purchaser as set forth in this Section 2. Each Unvested Company Option that is outstanding as of so assumed by Purchaser under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option documents (including any applicable Company Option Plan and share option agreement or other document evidencing such Company Option) immediately prior to the Effective Time and held by a Continuing Employee shallClosing Date (including any repurchase rights or vesting provisions), by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, except that (i) each such Company Option will be exercisable (or the holder of such Unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a stock option of Parent will become exercisable in accordance with its terms) for that represents the right to acquire a number of validly issued, fully paid Purchaser's Equity Awards and non-assessable shares of Parent Common Stock, equal to the product of (A) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (xii) the per share exercise price of under the assumed Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Purchaser’s Equity Award will be based on the Option Exchange Ratio, rounded down Ratio as set forth above. Each assumed Unvested Company Option shall continue to vest following the Closing Date based on the vesting schedule applicable to such Unvested Company Option as in effect immediately prior to the nearest whole cent (the “Converted Closing Date. The assumption of any Unvested Company Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined intended to be effected in a manner which is consistent with Section 422 424(a) of the Code) to the extent permitted under Section 422 of the Code , and to the extent such corresponding each assumed Unvested Company Option that qualified as an incentive stock option prior pursuant to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A 422 of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested Code immediately prior to the Effective Time Closing Date is intended to qualify as an incentive stock option immediately after the Closing Date. The assumption of any Unvested Company Options granted under the Israeli Code is intended to be effected in a manner which is consistent with the provisions of the Israeli Option Tax Pre-Ruling, if obtained. Following the Closing Date, Purchaser Board of Directors, a committee thereof or such other committee to which Purchaser Board duly delegates authority shall succeed to the authority and held by a Person who is not a Continuing Employee responsibility of the Company Board of Directors or any committee thereof with respect to each assumed Unvested Company Option. The exercise of the assumed Unvested Company Option and/or sale of underlying shares shall be cancelled subject to the terms of the Israeli Option Tax Pre-Ruling, if obtained and terminated without consideration upon to such terms and restrictions, including blackout periods, as are generally applicable to such exercise and sale of options to purchase Purchaser's Shares. In the Effective Time event that any Unvested Company Option assumed in accordance with this Section 2.12(b) terminates or otherwise expires following the applicable Closing in accordance with its terms, the Purchaser's Equity Awards which would have been issued upon the exercise of such Unvested Company Equity PlanOption shall be, as soon as practicable following such termination or expiration, granted as additional options to individuals who were employed by the Company as of the Closing Date and continue to be employed by the Purchaser, the Company or any of their respective Affiliates at the time of grant, on such terms and to such specific individuals as will be determined in the discretion of the Purchaser Board of Directors or any committee thereof to which the Purchaser Board of Directors delegates its authority, in consultation with management of the Company.

Unvested Company Options. At Subject to the terms and conditions of this Agreement, at the Effective Time, each Unvested Company Option that is issued and outstanding as of immediately prior to the Effective Time and held by a Continuing Employee shall, by virtue of the Merger and without the need for any further action by Parent, Merger Sub, on the Company, or part of the holder of such Unvested Company Optionthereof (except as expressly provided herein), be assumed by Parent Acquiror and converted intointo an Acquiror Option, or terminated and substituted witheach holder of an assumed Unvested Company Option shall be entitled, a stock option in accordance with the terms of Parent such Acquiror Option, to purchase after the Effective Time that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Acquiror Common Stock, equal to the product of (A) determined by multiplying the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective TimeTime by the General Stock Conversion Number, multiplied and the exercise price per share for each such Acquiror Option will equal the exercise price of the Unvested Company Option immediately prior to the Effective Time divided by (B) the General Stock Conversion Number, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed Unvested Company Option Exchange Ratio (eachbeing exercisable for a fraction of a share, a “Converted Option”); provided, that any fractional share resulting from then the number of shares of Acquiror Common Stock subject to such multiplication shall Acquiror Option will be rounded down to the nearest whole number with no cash being payable for such fractional share. Following In no event shall the Effective Timenumber of shares of Acquiror Common Stock, each Converted exercise price or any other term or provision of any Acquiror Option shall continue issued pursuant to this Section 2.1(b)(iv) be governed by adjusted or modified in any manner as a result of any of the same material terms and conditionsprovisions of Section 2.1(b)(v). The term, including the exercisability, vesting schedule, status as were applicable immediately prior to an "incentive stock option" under Section 422 of the Effective Time to the Unvested Company Option from which it was converted or for which it is a substituteCode, in if applicable, and all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price other material terms of the Unvested Company Option from which it was converted or for which it is a substitutewill otherwise be unchanged; provided, divided by (y) however, that the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention of the parties that each Converted Acquiror Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 not be exercisable for shares of the Code) Acquiror Common Stock which are not then vested according to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to vesting schedule. Promptly after the Effective Time, and that the adjustments Acquiror will notify in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A writing each holder of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each an Unvested Company Option of the assumption of such Unvested Company Option by Acquiror, and the number of shares of Acquiror Common Stock that is are then subject to such option and the exercise price of such option, as determined pursuant to this Section 2.1(b)(iv), and each Company Optionholder shall, as a condition to receipt of an Acquiror Option pursuant to this Section 2.1(b)(iv), countersign such notice and agree to the treatment of such Person's Company Options in the manner set forth in Sections 2.1(b)(ii) and (iv). Acquiror will cause the Acquiror Common Stock issuable upon exercise of the assumed Unvested Company Options to be registered on Form S-8 of the SEC within 10 business days after the Effective Time (assuming timely receipt of the Spreadsheet, all option documentation relating to the Unvested Company Options outstanding and unvested immediately prior to the Effective Time and all signatures, opinions and consents required for such registration statement), will exercise commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as such assumed Unvested Company Options remain outstanding and will reserve a sufficient number of shares of Acquiror Common Stock for issuance upon exercise thereof. The Form S-8 shall not cover the shares of Acquiror Common Stock subject to any Unvested Company Options which are held by a Person persons who is do not a Continuing Employee shall be cancelled and terminated without consideration upon become employees of the Acquiror at the Effective Time in accordance or do not otherwise have a service relationship with the applicable Company Equity PlanAcquiror at the Effective Time.

Unvested Company Options. (A) At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Acquiror, the Optionholder or any other Person, each Unvested Company Option that is held by a Continuing Employee that is unexpired, unexercised and outstanding as of immediately prior to the First Effective Time (each such Person to be referred to herein as an “Assumed Optionholder”), shall be assumed and held by a Continuing Employee shallconverted into an option to purchase shares of Acquiror Common Stock (an “Assumed Option”) having the same terms, by virtue of conditions and, subject to Section 1.3(f)(ii)(B), vesting schedule, as applied to the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such corresponding Unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a stock option Option as of Parent immediately prior to the First Effective Time except that represents (A) the right to acquire a Assumed Option will cover shares of Acquiror Common Stock; (B) the number of validly issued, fully paid and non-assessable shares of Parent Acquiror Common Stock, Stock subject to the Assumed Option will be equal to the product of (Ax) the number of shares of Company Common Stock subject to such the corresponding Unvested Company Option as of immediately prior to the First Effective Time, multiplied by (By) the Option Exchange Ratio (eachRatio, a “Converted Option”); provided, that with any resulting fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following ; (C) the Effective Time, each Converted exercise price per share of Acquiror Common Stock subject to the Assumed Option shall continue will be equal to be governed by the same material terms and conditions, including quotient of (x) the vesting schedule, exercise price per share of Company Common Stock of such corresponding Company Option as were applicable of immediately prior to the First Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substituteTime, divided by (y) the Option Exchange Ratio, with any resulting fractional cent rounded down up to the nearest whole cent cent; and (D) all references to the “Converted Company” in the Plan and the Company Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option agreements will be references to Acquiror. (as defined in Section 422 of the CodeB) Notwithstanding anything to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments contrary in this Section 1.7(b)(ii1.3(f)(ii), on the earliest of (x) be performed in a manner that complies with or is exempt from Section 409A the fifth anniversary of the Code. Prior to Closing Date, (y) the Effective Timedate of the Key Employee’s termination of employment without Cause by Acquiror or any of its Affiliates (including the Surviving Entity) and (z) the date on which the Milestone Event is achieved (the earliest of (x), (y) and (z), the Company shall use commercially reasonable efforts to provide that “Acceleration Event”), each Unvested Company Assumed Option held by an Assumed Optionholders that is a Key Employee that remains unvested and is unexpired, unexercised and outstanding and unvested as of immediately prior to the Effective Time and held Acceleration Event shall vest automatically as of the date of the Acceleration Event, without further action by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon the Effective Time in accordance with the applicable Company Equity Planor on behalf of Acquiror or such Key Employee.

Unvested Company Options. At the Effective TimeClosing Date, each Unvested Parent shall assume (i) all unvested Company Option that is outstanding Options (as of immediately prior defined in SECTION 3.04(b)) issued by the Company pursuant to the Effective Time Stock Plan, California Plan or the Xxxxxxx Agreements (all as defined in SECTION 3.04(b)) and held (ii) the Stock Plan, California Plan and Xxxxxxx Agreements (all as defined in SECTION 3.04(b)). The Company's repurchase right with respect to any unvested shares acquired by a Continuing Employee shall, by virtue the exercise of the Merger and Company Options shall be assigned to Parent without any further action by Parent, Merger Sub, on the Company, part of Company or the holder of such Unvested unvested shares. (1) In the event that the Reorganization has occurred, immediately upon the Closing Date, each unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a stock option of Parent that represents the right Option to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, equal purchase Units (as defined in this SECTION 2.04(a)) outstanding immediately prior to the product of (A) Closing Date, other than the number of shares of unvested Company Common Stock subject Options to purchase the Company Class B Preferred Shares pursuant to the Xxxxxxx Agreement shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Unvested Company Option immediately prior to the Effective TimeClosing Date, multiplied by such number of shares of Parent's Common Stock (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior number) ("Reorganization Parent Share") that is equal to the Effective Time quotient obtained by dividing (x) the product obtained by multiplying (i) the number of units (each, a "Unit"), with each unit representing one Company Common Share and one Company Class B Preferred Share, subject to the Unvested such unvested Company Option from which it was converted or for which it is a substituteby (ii) the sum of the Class C Per Share Price, Class D Per Share Price and Class E Per Share Price, by (y) the Parent Price (as defined in all cases subject to restrictions related to this SECTION 2.04(a)); and the issuance of shares under applicable Law. The per share exercise price for the shares of each Converted Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to (x) the exercise price per share exercise price of such Company Option in effect immediately prior to the Closing Date divided by the ratio of the Unvested Reorganization Parent Share over the number of units subject to such unvested Company Option from which it was converted or for which it is a substituteimmediately prior to the Closing Date (rounded up to the nearest whole cent). In the event that the Reorganization has occurred, divided by immediately upon the Closing Date, each unvested Company Option to purchase the Company Class B Preferred Shares pursuant to the Xxxxxxx Agreements outstanding immediately prior to the Closing Date shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Option immediately prior to the Closing Date (y) including any amendments to the Option Exchange RatioXxxxxxx Agreements pursuant to an agreement between Xxxxxxx Xxxxxxx and Parent), such number of shares of Parent's Common Stock (rounded down to the nearest whole cent number) ("Xxxxxxx Parent Share") that is equal to the “Converted quotient obtained by dividing (x) the product obtained by multiplying (i) the number of Company Class B Preferred (2) In the event that the Reorganization has been abandoned, each unvested Company Option Exercise Price”). It is outstanding immediately prior to the intention Closing Date shall be deemed to constitute an option to acquire that number of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option Parent Shares (as defined in Section 422 Exhibit B) as described on Exhibit B. The "Parent Price" means the average closing price per share on the NASDAQ National Market of Parent's Common Stock for the ten trading days ending two trading days prior to the Closing Date. The following example will illustrate the previously described formula and specify the total number of shares of Parent Common Stock that will be issuable under the assumed Company Options (excluding the options granted pursuant to the Xxxxxxx Agreements), based on the following assumptions: (a) assume that the total number of Units subject to unvested Company Options is 3,391,300, the sum of the CodeClass C Per Share Price, Class D Per Share Price and Class E Per Share Price is $0.3065 and the Parent Price is $2.50; (b) then the maximum number of shares of Parent Common Stock issuable under the assumed Company Options (excluding the options granted pursuant to the Xxxxxxx Agreements) is 415,773, which is equal to: (3,391,300)($0.3065)/$2.50. The term, vesting schedule and all of the other terms of the Company Options shall otherwise remain unchanged unless amended with the consent of the Holder of the Company Option. Within 30 business days after the Closing Date, Parent will issue to each person who, immediately prior to the Closing Date, was a holder of an unvested Company Option a document evidencing the foregoing assumption of such option by Parent. As soon as practicable after the Closing Date (but in any event within 45 days), Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) that will register the shares of Parent Common Stock subject to assumed Company Options to the extent permitted under Section 422 of the Code by United States federal securities laws and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use its commercially reasonable efforts to provide that each Unvested Company Option that is outstanding maintain the effectiveness of such registration statement or registration statements (and unvested immediately prior to maintain the Effective Time and held by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon current status of the Effective Time in accordance with the applicable Company Equity Planprospectus or prospectuses contained therein) for so long as such options remain outstanding.

Unvested Company Options. At the Effective Time, each all Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by a Continuing Employee Options shall, by virtue of the Merger automatically and without any further required action by Parent, Merger Sub, on the Company, part of any Company Optionholder or the holder of such Unvested Company Optionbeneficiary thereof, be assumed by Parent and converted into, or terminated and substituted with, a stock into an option of Parent that represents the right to acquire a number of validly issued, fully paid and non-assessable purchase shares of Parent Common StockStock (each, a “Converted Option”). For each Converted Option, (i) the number of shares of Parent Common Stock subject to each such Converted Option shall equal to the product of (A) the total number of shares of Company Common Stock Shares subject to such Unvested Company Option immediately prior to the Effective Time, Time multiplied by (B) the Option Exchange Ratio Per Share Stock Consideration (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following ), and (ii) the exercise price per share of Parent Common Stock shall equal the quotient (with the result rounded up to the nearest whole cent) of (A) the exercise price per Company Common Share of such Unvested Company Option immediately prior to the Effective TimeTime divided by (B) the Per Share Stock Consideration; provided, however that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Converted Options shall be determined in a manner consistent with the requirements of Code Section 409A; provided further that in the case of any Unvested Company Option to which Code Section 422 applies, the exercise price and the number of shares Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Code Section 424(a). Except as expressly provided in the foregoing sentence, each such Converted Option shall continue be subject to be governed by the same material terms and conditions, including the applicable vesting schedule, as were applicable applied to the corresponding Unvested Company Option immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance Time. The Converted Options shall be granted as soon as practicable following effective registration of shares of Parent Common Stock to be issued under applicable Law. The per share exercise price of each Converted Option shall be equal to the 2021 Equity Incentive Plan on a Form S-8 registration statement (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”other appropriate form). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested immediately prior to the Effective Time and held by a Person who is not a Continuing Employee shall be cancelled and terminated without consideration upon the Effective Time in accordance with the applicable Company Equity Plan.

Unvested Company Options. (A) At the Effective Time, each Unvested Company Option that is outstanding as of and unexercised immediately prior to the Effective Time and held by a Continuing Employee that is not vested as of the Effective Time (after application of the One Year Accelerated Vesting and any vesting acceleration provisions set forth in the terms of such Company Option, if any) (each, an “Unvested Company Option”) shall, by virtue of the Merger automatically and without any further action by Parent, Merger Sub, on the Company, or part of the holder thereof, cease to represent an option to purchase shares of such Unvested Company Option, Common Stock and shall be assumed by Parent and converted into, or terminated and substituted with, a stock into an option of Parent that represents the right to acquire purchase a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, Stock equal to the product (rounded down to the nearest whole number) of (Ax) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time, multiplied by Time and (By) the Option Exchange Ratio Conversion Ratio, at an exercise price per share (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down up to the nearest whole sharecent) equal to (1) the exercise price per share of Company Common Stock of such Unvested Company Option immediately prior to the Effective Time, divided by (2) the Option Conversion Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Unvested Company Options shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 409A of the Code; provided, further, that in the case of any Unvested Company Option to which Section 422 of the Code applies, if any, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Following Except as specifically provided above, following the Effective Time, each Converted Unvested Company Option shall continue to be governed by the same material terms (including vesting and conditions, including the vesting schedule, exercisability terms) as were applicable immediately prior to the Effective Time to the such Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option immediately prior to the Effective Time, and that except to the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A extent such terms are rendered inoperative by reason of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide Merger; provided that each Unvested Company Option that shall vest in full on a termination of the Holder’s employment (x) involuntarily by the Holder’s employer without “Cause” (as such term is outstanding and unvested immediately prior defined in Section 5.2(a) of the Company Disclosure Letter), (y) voluntarily by the Holder for “Good Reason” (as such term is defined in Section 5.2(a) of the Company Disclosure Letter) or (z) due to the Holder’s death or by the Holder’s employer due to disability, on or after the Effective Time and held by a Person who is not a Continuing Employee (the “Double Trigger Vesting”). (B) Following the Effective Time, each holder of an Unvested Company Option (as converted in accordance with Section 5.2(a)(iii)(A)) shall be cancelled and terminated without consideration upon entitled, subject to such Unvested Company Option vesting, to receive with respect to each share of Company Common Stock subject to such Unvested Company Option an amount in cash equal to (i) each Per Share Milestone Payment, plus (ii) the Effective Time Per Share Holdback Distribution Amount, plus (iii) each Per Share Escrow Release Amount, in each case in accordance with the applicable terms of this Agreement. If an Unvested Company Equity PlanOption is cancelled or forfeited prior to vesting, then the portion of each of (i) each Per Share Milestone Payment, (ii) the Per Share Holdback Distribution Amount, and (iii) each Per Share Escrow Release Amount that is attributable to such Unvested Company Option will be reallocated among the Holders in accordance with this Agreement.

Unvested Company Options. At the Effective Time, each then outstanding Unvested Company Option that is outstanding as held by a Continuing Employee, regardless of the respective exercise prices thereof, will be assumed by Parent. Each Unvested Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option (including any applicable stock option agreement or other document evidencing such Unvested Company Option) immediately prior to the Effective Time and held by a Continuing Employee shall(including any repurchase rights or vesting provisions as such provisions have been amended pursuant to this Section 1.7(c)), by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such except that: (A) each assumed Unvested Company Option, Option will be assumed by Parent and converted into, exercisable (or terminated and substituted with, a stock option of Parent will become exercisable in accordance with its terms) for that represents the right to acquire a number of validly issued, fully paid and non-assessable whole shares of Parent Common Stock, Stock equal to the product of (A) the number of shares of Company Common Stock subject to that were issuable upon exercise of such Unvested Company Option immediately prior to the Effective Time, Time multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent number of shares of Parent Common Stock; and (B) the “Converted Option Exercise Price”). It is per share exercise price for the intention shares of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 Parent Common Stock issuable upon exercise of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each assumed Unvested Company Option that is outstanding and unvested will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest cent; provided, however, that Parent’s board of directors or a committee thereof shall succeed to the authority and held responsibility of the Company’s board of directors or any committee thereof with respect to each Unvested Company Option assumed by a Person who is not a Continuing Employee Parent; provided, further, however, in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the per share exercise price of the option, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be cancelled determined in order to comply with Section 424 of the Code and terminated without consideration upon satisfy the Effective Time requirements of Section 424(a) of the Code and Treasury Regulation Section 1.424-1, and each Company Option will be adjusted in a manner so as not to cause such Company Option to constitute a deferral of compensation subject to Section 409A of the Code solely as a result of such assumption and conversion and otherwise is accordance with the applicable Company Equity Planexemption for stock options under Section 409A of the Code.

Unvested Company Options. (1) On the terms and subject to the conditions of this Agreement, at the Closing, each Unvested Company Option that is In-the-Money and is outstanding as of immediately prior to the Closing and that is held by a Continuing Employee who, immediately following the Closing, is a Continuing Employee, shall, on terms and subject to the conditions set forth in this Agreement, be assumed by Acquirer and converted into, or terminated and substituted with, an option to purchase Acquirer Common Stock. Except as otherwise set forth in this Agreement or in an applicable Benefits Waiver, each Unvested Company Option that is In-the-Money and is outstanding as of immediately prior to the Closing and that is held by a Company Employee (each, a “Converted Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and the Company Option agreement relating thereto as in effect immediately prior to the Closing, except that (x) such Converted Option shall be exercisable for that number of whole shares of Acquirer Common Stock equal to the product of (I) the number of share of Company Capital Stock that were issuable upon exercise of such Converted Option immediately prior to the Closing, multiplied by (II) the Exchange Ratio, rounded down to the nearest whole number of shares of Acquirer Common Stock with no cash being payable for any fractional share eliminated by such rounding, (y) the per share exercise price for the shares of Acquirer Common Stock issuable upon exercise of such Converted Option shall be equal to the quotient of (I) the exercise price per share at which such Converted Option was exercisable immediately prior to the Closing, divided by (II) the Exchange Ratio, rounded up to the nearest whole cent, and (z) any early exercise provisions set forth in the Company Option Plan or the Company Option agreement relating to such Converted Option shall be waived by each Continuing Employee. The issuance of any Converted Options to any holder of Unvested Options is contingent and subject to such holder executing and delivering an Optionholder Consent Agreement. Notwithstanding anything to the contrary herein, the exercise price of each Converted Option, the number of shares of Acquirer Common Stock issuable pursuant to each Converted Option and the terms and conditions of each Converted Option shall in all events be determined with respect to any Converted Option granted to an employee who is a U.S. resident or citizen, in material compliance with Section 409A of the Code, and in the case of any Company Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, Section 424(a) of the Code. Further, each Converted Option shall bear the legends described in Section 1.5(e) to the extent applicable (along with any other legends that may be required under Applicable Law). (2) At the Effective TimeClosing, each Unvested Company Option that is outstanding as of immediately prior to the Effective Time Closing and (i) that is held by a Continuing Employee shall, by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Unvested Company Option, be assumed by Parent and converted into, or terminated and substituted with, a stock option of Parent that represents the right to acquire a number of validly issued, fully paid and non-assessable shares of Parent Common Stock, equal to the product of (A) the number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio (each, a “Converted Option”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share. Following the Effective Time, each Converted Option shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company Option from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. The per share exercise price of each Converted Option shall be equal to (x) the per share exercise price of the Unvested Company Option from which it was converted or for which it is a substitute, divided by (y) the Option Exchange Ratio, rounded down to the nearest whole cent (the “Converted Option Exercise Price”). It is the intention of the parties that each Converted Option shall qualify following the Effective Time as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Company Option qualified as an incentive stock option prior to the Effective Time, and that the adjustments in this Section 1.7(b)(ii) be performed in a manner that complies with or is exempt from Section 409A of the Code. Prior to the Effective Time, the Company shall use commercially reasonable efforts to provide that each Unvested Company Option that is outstanding and unvested immediately prior to the Effective Time and held by a Person person who is not a Continuing Employee shall Employee, (ii) is not In-the-Money, or (iii) is set forth on Schedule 1.4(b)(ii)(2) of the Company Disclosure Letter (the persons listed on such schedule, the “Cancelled Optionees”) shall, without any further action on the part of any holder thereof, be cancelled and terminated extinguished without any present or future right to receive any consideration upon therefor. (3) Prior to the Effective Time in accordance with Closing, and subject to the applicable reasonable review and approval of Acquirer, the Company Equity shall take all actions reasonably necessary to effect the transactions contemplated by this Section 1.4(b)(ii)(3) under the Company Option Plan, all Company Option agreements, any other plan or arrangement of the Company (whether written or oral, formal or informal), and any Applicable Law, including adopting all resolutions, giving all notices, obtaining consents from each holder of such Company Options and taking any other actions that are reasonably necessary to effectuate this Section 1.4(b)(ii)(3).