Common use of Company Warrants Clause in Contracts

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to At the Effective Time, automatically and without any action on Acquiror shall assume each warrant to purchase shares of Company Common Stock (collectively, the part of any holder of such "Company Warrants, ") so that at the Effective Time each Company Warrant will (a) become a warrant to purchase a number of whole shares of Acquiror Series A Non-Voting Preferred Stock equal to (i) one-tenth (0.1) times (ii) the number of shares of Company Ordinary Shares that were Common Stock for which such Company Warrant was exercisable at the Effective Time (and rounding any fractional share down to the nearest whole share), and (b) have an exercise price per share equal to (i) the exercise price for the shares of Company Common Stock subject to such Company Warrant immediately prior to the PreEffective Time divided by (ii) one-Closing Recapitalization tenth (0.1); provided, however, that upon an Automatic Conversion Event (as such term is defined in the Restated Charter), each Company Warrant will (A) become a warrant to purchase a number of whole shares of Acquiror Non-Voting Common Stock equal to the product of the number of shares of Acquiror Non-Voting Series A Preferred Stock then subject to the Company Warrants and the number of shares of Acquiror Non-Voting Common Stock issuable upon the Automatic Conversion Event with respect to a share of Acquiror Non-Voting Series A Preferred Stock (and excluding, for the avoidance of doubt, rounding any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded fractional share down to the nearest whole number share), and (B) have an exercise price per share equal to the product of shares, the shares of Acquiror Non-Voting Series A Preferred Stock subject to such Company Warrant and the exercise price per share of such Company Warrant shall divided by the number of whole shares of Acquiror Non-Voting Common Stock deemed to be adjusted purchasable pursuant to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded up to the nearest whole centcent (each, an "Acquiror Warrant"). Immediately thereafter but prior As to each assumed Company Warrant, at the Effective Time (x) all references to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for in the avoidance of doubt, any Company Warrant that has been exercised prior warrant agreements with respect to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant being assumed shall be deemed to which refer to Acquiror; (y) Acquiror shall assume all of the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal Company's obligations with respect to the related Company Share Value Warrant; and (the “z) Acquiror shall issue to each holder of a Company Warrant Exercise”). No Company Warrant shall survive a document evidencing the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectforegoing assumption by Acquiror.

Company Warrants. Immediately following (a) Subject to the Pre-Closing Recapitalization but further provisions of this Section 2.18, at the Effective Time, Parent shall substitute equivalent warrants to purchase Parent Common Stock for all Company Warrants. Each warrant agreement representing a Company Warrant is referred to herein as an “Company Warrant Agreement.” Subject to the foregoing and Section 2.18(b) and (c), immediately after the Effective Time, each such Company Warrant Agreement shall be deemed to constitute a warrant to acquire (i) from Parent that number of shares of Parent Common Stock equal to the number of shares of Company Common Stock which were subject to such Company Warrant Agreement immediately prior to the Effective Time (whether or not such Company Warrant had been exercisable prior to the Effective Time) multiplied by the Exchange Ratio, (ii) from the Escrow Agent in accordance with Section 2.15, that number of Additional Shares which such holder of Company Warrants would have received if such holder had exercised such Company Warrants immediately prior to the Effective Time, automatically and without any action on the part regardless of any holder of whether such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has Warrants had been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but exercisable prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for iii) in the avoidance event of doubt, any exercise of any Company Warrant that has been exercised prior to such time Warrants after the termination of the Share Price Trigger Period, from Parent in accordance with its terms either for Section 2.13(f), that number of Excess Closing Shares which such holder of Company Shares or a cash payment Warrants would have received if such holder had exercised such Company Warrants immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Price Trigger Period and (iv) in the event of any exercise of any Company Warrants after the termination of the Share Price Trigger Date, from the Escrow Agent in accordance with the terms thereofSection 2.15(e)(iii) shall be automatically net-share exercised on a cashless basis into Company Ordinary that number of Excess Additional Shares in accordance with the terms which such holder of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon would have received if such exercise in order to satisfy the exercise price applicable to holder exercised such Company Warrants assuming a then price per share equal immediately prior to the termination of the Share Price Trigger Period, regardless of whether such Company Warrants had been exercisable prior to the Share Value (Price Trigger Period. The exercise price for each share of Parent Common Stock and the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, proportional right to receive Additional Shares pursuant to each such Company Warrant Agreement shall be terminated and shall be equal to the aggregate exercise price of no further force or effectthe Company Warrants represented by the Company Warrant Agreement at the Effective Time divided by the number of shares of Parent Common Stock for which it is exercisable pursuant to clause (i) of this Section 2.18(a), rounded up to the nearest whole cent.

Company Warrants. Immediately following (a) At the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, automatically shall be converted into and without any action on the part of any holder of become an option to purchase Parent Common Stock, and Parent shall assume such Company WarrantsWarrant in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Warrant and the terms of the Contract by which such Company Warrant is evidenced. All rights with respect to Company Series C-2 Preferred Stock under the Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying the number of shares of Company Series C-2 Preferred Stock that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time by the Exchange Ratio, which product shall be rounded and rounding the resulting number down to the nearest whole number of shares, and shares of Parent Common Stock; (iii) the per share exercise price per share for the Parent Common Stock issuable upon exercise of such each Company Warrant assumed by Parent shall be adjusted to an exercise price determined by dividing the per share exercise price of Company Series C-2 Preferred Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Exchange Ratio, which quotient shall be rounded and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to ; and (iv) any restriction on the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance exercise of doubt, any Company Warrant that has been exercised prior to such time assumed by Parent shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms term, exercisability, vesting schedule and other provisions of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated otherwise remain unchanged as a result of the assumption of such Company Warrant; provided, however, that the board of directors of Parent or a committee thereof shall succeed to the authority and shall be responsibility of no further force the board of directors of the Company or effectany committee thereof with respect to each Company Warrant assumed by Parent.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each unexercised warrant to purchase shares of Company Common Stock (the “Company Warrants”) then outstanding will be assumed by Parent, to the extent permitted by the terms of such Company Warrants. Each such outstanding Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in such Company Warrants immediately prior to the Effective Time, automatically and without any action on the part of any holder of except that such Company Warrants, Warrants shall be exercisable for that number of “Parent Units” (as defined below) that is equal to the number of shares of Company Ordinary Shares Common Stock that were subject purchasable under such outstanding Company Warrant immediately prior to the Effective Time. Each “Parent Unit” shall consist of (i) that fraction of a share of Parent Common Stock equal to the Stock Exchange Ratio and (ii) that fraction of a Warrant equal to the Warrant Exchange Ratio, and the per Parent Unit exercise price for each such assumed Company Warrant shall be equal to the exercise price of such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time. From and after the Effective Time, unless the context requires otherwise, all references to the Company in the Company Warrants shall be deemed to refer to Parent. Parent further agrees that, notwithstanding any other term of this Section 1.8 to the contrary, if required under the terms of the assumed Company Warrants, it will execute a supplemental agreement with the holders of Company Warrants to effectuate the foregoing. Parent shall (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised x) on or prior to such time in accordance with its terms either the Effective Time, reserve for issuance the number of shares of Parent Common Stock that will become subject to the assumed Company Shares or a cash payment Warrants (including, without limitation, the shares of Parent Common Stock issuable upon the exercise of Warrants subject to the assumed Company Warrants) pursuant to this Section 1.8 and (y) from and after the Effective Time, upon exercise of the assumed Company Warrants in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number make available for issuance all shares of shares, Parent Common Stock and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectcovered thereby.

Company Warrants. Immediately following (a) At the Pre-Closing Recapitalization but Effective Time, by virtue of the Merger and without any further action by any party or any holder of Company Warrants, (i) each Common Stock Warrant outstanding as of immediately prior to the Effective Time shall be canceled, and each holder thereof shall cease to have any rights with respect thereto, other than the right to receive, in respect of each share of Company Common Stock that would be obtainable upon exercise of such Common Stock Warrant as of immediately prior to the Effective Time, automatically (A) an amount in cash, without interest, equal to the excess of the Per Common Equivalent Cash Consideration over the Applicable Exercise Price and without any action on (B) the part of any holder of Per Common Equivalent Stock Consideration (such Company Warrantscash and Parent Common Stock, together, the number “Per Share Common Warrant Consideration”) (ii) each Preferred Stock Warrant outstanding as of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product Effective Time shall be rounded to the nearest whole number of sharescanceled, and each holder thereof shall cease to have any rights with respect thereto, other than the exercise price per right to receive, in respect of each share of such Company Warrant shall Preferred Stock that would be adjusted to an obtainable upon exercise price determined by dividing the per share exercise price of such Company Preferred Stock Warrant in effect as of immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company (A) an amount in cash, without interest, equal to the excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (B) the Per Preferred Share Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant issued Consideration”, and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance together with the terms thereofPer Share Common Warrant Consideration, whichever is applicable, the “Per Share Warrant Consideration”); provided that the aggregate cash consideration payable to any Warrant Holder pursuant to this Section 2.06(a) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms reduced by such Warrant Holder’s Pro Rata Portion of the agreements governing the Company Warrants Escrow Amount to be withheld pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”Section 2.07). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, the holder of each Common Share Warrant and Series B Share Warrant (each as defined in Section 4.03) shall be entitled to receive, and shall, upon surrender of such Warrant to Purchaser for cancellation, receive, in settlement and cancellation thereof, an amount of cash equal to the product of (x) the excess, if any, of the aggregate amount which the holder of such Warrant would be entitled to receive pursuant to Section 3.06 in respect of the Shares or Series B Shares issuable upon exercise of such Warrant if such Warrant were exercised immediately prior to the Effective Time with respect to all Shares or Series B Shares remaining to be exercised thereunder over the aggregate exercise price of each such Warrant with respect to all Shares or Series B Shares remaining to be exercised thereunder, and (y) the number of Shares or Series B Shares, as the case may be, remaining to be exercised under such Warrant, which payment shall be made to each such Warrant holder as soon as practicable after the Effective Time. The Company shall take all necessary action to effect the disposition of the Common Share Warrants and the Series B Share Warrants as contemplated by this Section 3.08. Upon surrender of such Warrants by the holders thereof, automatically any Common Share Warrant or Series B Warrant not surrendered for cancellation as provided above shall survive the Merger and without any action shall become a warrant to receive, upon payment of the exercise price provided for therein, an amount of cash based on the part Per Share Amount (plus, in the case of any holder of such Company the Series B Warrants, the number liquidation preference set forth in the Certificate of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment Designation) in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number merger adjustment provisions of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectWarrant.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Not less than seven (7) Business Days prior to the Effective TimeClosing, automatically and without any action on the part Company will provide written notice to all holders of any each outstanding unexercised warrant to purchase or otherwise acquire shares of Company Class A Common Stock (each, a “Company Warrant”), which notice shall include such reasonable information as a holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such a Company Warrant immediately prior to may reasonably require regarding the Pre-Closing Recapitalization (and excluding, for the avoidance treatment of doubt, any a Company Warrant that has been exercised prior to such time in accordance connection with its terms either for Company Shares or a cash payment the Closing and which notice shall otherwise be provided in accordance with the terms thereofof each applicable Company Warrant agreement. If, upon receiving notice of the Closing of the Merger, the holder of a Company Warrant exercises such Company Warrant in accordance with its terms, then (1) such exercise shall be deemed effective immediately prior to and contingent upon the consummation of the Merger and such exercise will be adjusted by multiplying such number governed by the Exchange Ratio, which product shall be rounded to terms of the nearest whole number of sharesapplicable Company Warrant agreement, and (2) at the exercise price per share of Effective Time, such Company Warrant shall be adjusted cancelled and, the holder thereof shall be entitled to an receive, as promptly as practicable (but no later than fifteen (15) calendar days) following the Effective Time, in consideration of the exercise price determined by dividing the per share exercise price and cancellation of such Company Warrant and in effect settlement therefor, in lieu of the Company Class A Common Stock immediately issuable upon exercise of the Company Warrant, that number of shares of Parent Common Stock equal to the Exchange Ratio multiplied by the number of shares of Company Class A Common Stock that would have been issuable upon exercise of such Company Warrant had the Company Warrant been exercised immediately prior thereto. If, upon receiving notice of the Closing of the Merger, the holder of a Company Warrant does not exercise such Company Warrant in accordance with its terms, then (A) such Company Warrant will expire immediately prior to the Pre-Closing Recapitalization by consummation of the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to Merger and (B) at the Effective Time, such Company Warrant shall be cancelled and extinguished, no longer outstanding and cease to represent the right to acquire shares of Company Class A Common Stock or receive any Merger Consideration, without any payment of any consideration therefor. The Company agrees to take all necessary action to terminate each Company Warrant issued and outstanding at such time (and excluding, for as of the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares Effective Time in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”)agreement. No Company Warrant The provisions of this Section 2.6(b) shall survive not apply in respect of the Effective Time andwarrants issued to, as and outstanding in the name of, HCP-FVF, LLC, the treatment of immediately following which is governed by an agreement between HCP-FVF LLC and the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectCompany.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically (x) the Company shall cause each Company Warrant (other than the Finback Warrant) that is issued and outstanding immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (y) (A) the Company shall cause the portion of the Finback Warrant that is vested as of immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (B) the portion of the Finback Warrant that is unvested as of immediately prior to the Effective Time (such portion, the “Unvested Finback Warrant”) shall be automatically, without any action on the part of any holder Parent, the Company or the Company Warrant holder, converted into a warrant (the “Parent Finback Warrant”) to acquire shares of Parent Common Stock in accordance with this Section 2.1(a)(iii), in each case, in accordance with the respective terms of such Company WarrantsWarrant (such actions, collectively the “Company Warrant Settlement”). Such Parent Finback Warrant as so assumed and converted shall continue to have, and shall be subject to, the number of Company Ordinary Shares that were subject same terms and conditions as applied to such Company the Finback Warrant immediately prior to the Pre-Closing Recapitalization (Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and excluding, converted shall be for that number of shares of Parent Common Stock determined by multiplying the avoidance number of doubt, any shares of the Company Common Stock subject to the unvested portion of such Finback Warrant that has been exercised immediately prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price at a per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company the Unvested Finback Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. Immediately thereafter but prior to After the Effective Time, each Company Warrant issued and outstanding at such time (and excludingSettlement, for the avoidance all of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant shall no longer be outstanding and shall cease to which the Company shall withhold a number exist and each holder of Company Ordinary Shares issuable upon such exercise in order Warrants shall thereafter cease to satisfy the exercise price applicable have any rights with respect to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”securities except as set forth in this Section 2.1(a)(iii). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Pre-Closing Recapitalization but Company that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, automatically and without any the Company shall take all action on the part of any holder necessary to enable Parent to make either of such elections. All Company WarrantsWarrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Ordinary Shares that were Common Stock subject to each such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time multiplied by the Exchange Ratio, which product rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall be have an exercise price per share (rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted cent) equal to an exercise price determined by dividing the per share exercise price of specified in such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization divided by the Exchange Ratio, which quotient . Parent shall be rounded reserve for issuance a number of shares of Parent Common Stock at least equal to the nearest whole centnumber of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Immediately thereafter but prior Notwithstanding the foregoing, any adjustment to the Effective Time, each number of shares receivable upon exercise of a Parent Warrant or a Company Warrant issued and outstanding at or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such time (and excluding, for the avoidance of doubt, any Company Warrant adjustments that has been exercised prior occur pursuant to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the underlying Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectWarrant.

Company Warrants. Immediately following The Company will take all necessary and appropriate action so that, at the PreEffective Time, each of the Company Warrants that is not an In-the-Money Company Warrant, to the extent not previously exercised for shares of Company Capital Stock by the holder thereof, will be canceled and extinguished without the right to receive any consideration therefor, and each of the Company Warrants that is an In-the-Money Company Warrant will be canceled and extinguished and automatically converted into and represent the right to receive (without interest) a cash payment in an amount equal to (i) (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant, multiplied by (B) the Per Share Closing Recapitalization Merger Consideration applicable to such Company Capital Stock and as set forth on the Payment Schedule (the “Closing Warrant Payout Amount”), (ii) the Applicable Share of any Company Securityholder Distribution and (iii) in the event that any Milestone Consideration Payment becomes due pursuant to the terms of this Agreement, with respect to such Milestone Consideration (A) the aggregate number of shares Company Capital Stock subject to such Company Warrant, multiplied by (B) the Per Share Milestone Consideration applicable to such Company Capital Stock and as set forth on the Payment Schedule delivered by the Stockholders’ Representative prior to the payment of the applicable Milestone Consideration in accordance with Section 6.11 (the “Milestone Warrant Payout Amount”). Within one (1) Business Day after the execution and delivery of this Agreement, the Company will deliver to each holder of Company Warrants a notice in substantially the form attached hereto as Exhibit B (which notice shall correspond with the shares of Company Capital Stock subject to such Company Warrant) (as applicable, a “Warrant Consent”) regarding the Merger and the other transactions contemplated hereby. Promptly after execution and delivery of this Agreement, but in any event prior to the Closing, the Company will deliver to Parent a Warrant Consent duly executed by the holder of each Company Warrant outstanding as of immediately prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately (a) All warrants to purchase shares of Company Common Stock, excluding any warrants to purchase shares of Company Common Stock held directly by Parent (the “Company Warrants”) outstanding at the Effective Time shall remain outstanding following the Pre-Closing Recapitalization but prior to Effective Time. At the Effective Time, automatically the Company Warrants shall, by virtue of the Merger and without any further action on the part of any the Company or the holder of thereof, be assumed by Parent. From and after the Effective Time, all references to the Company in the applicable warrant agreements pursuant to which such Company WarrantsWarrants were issued (the “Company Warrant Agreements”) shall be deemed to refer to Parent, which shall have assumed the Company Warrants and Company Warrant Agreements as of the Effective Time by virtue of this Agreement and without any further action. Each Company Warrant assumed by Parent (each, a “Substitute Warrant”) shall be exercisable upon the same terms and conditions as under the applicable Company Warrant Agreements, except that (A) each such Substitute Warrant shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock (rounded downward to the nearest whole share) equal to the number of shares of Company Ordinary Shares that were Common Stock subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number multiplied by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, ; and (B) the exercise price per share of such Company Warrant Parent Common Stock shall be adjusted an amount equal to an the exercise price determined by dividing the per share exercise price of Company Common Stock subject to such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time divided by the Exchange RatioRatio (the exercise price per share, which quotient shall be as so determined, being rounded upward to the nearest whole full cent). Immediately thereafter but Such Substitute Warrants shall otherwise be subject to the same terms and conditions as such Company Warrants. For illustrative purposes only, if, immediately prior to the Effective Time, a holder owns 100 Company Warrants, each Company Warrant issued and outstanding at such time of which represents the right to acquire one (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof1) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the Common Stock at an exercise price applicable to such Company Warrants assuming a then price of $0.50 per share equal to the of Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive Warrant, at the Effective Time and, as of immediately following the such holder’s Company Warrant ExerciseWarrants shall be converted into eight (8) Substitute Warrants, each such Company Warrant shall be terminated and shall be of no further force or effectwhich will represent the right to acquire one (1) share of Parent Common Stock at an exercise price of $5.75 per share of Parent Common Stock.

Company Warrants. Immediately following As soon as practicable after the PreEffective Time (and in no event later than three (3) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that is, as of such date, a holder of record of Company Warrants, other than the Underwater Warrants: (A) a form of notice of exercise in the form set forth in the applicable Company Warrant ("Notice of Exercise"); (B) a form of notice of repurchase requiring the Surviving Corporation to repurchase such Common Warrants or Black-Closing Recapitalization but Scholes Warrants at their Black-Scholes Value (the "Repurchase Notice"); (C) a letter of transmittal, which shall include any certifications the Surviving Corporation may reasonably request relating to any withholding obligations of the Surviving Corporation under the Code or other applicable Tax law, and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree; and (D) instructions for requiring the repurchase by the Surviving Corporation of such Company Warrants in exchange for their Black-Scholes Value and, with respect to the Common Warrants, for effecting the exercise of the Common Warrants in exchange for payment of the Conversion Amount (including notice that any Repurchase Notice must be delivered to the Surviving Corporation within 30 days after the Warrant Repurchase Date). Upon delivery of the Repurchase Notice or Notice of Exercise to the Surviving Corporation, together with delivery to the Paying Agent or the Surviving Corporation of a letter of transmittal, duly executed and in proper form, with respect to such Notice of Exercise or Repurchase Notice, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Warrants shall be entitled to receive the Warrant Consideration with respect to each Company Share for which such Company Warrant was exercisable immediately prior to the Effective Time, automatically or the Black-Scholes Value with respect to such Company Warrant, as applicable (in each case without interest and without after giving effect to any action on required Tax withholdings as provided in Section 2.5), and the part Company Warrant represented by such Notice of Exercise or Repurchase Notice shall forthwith be cancelled. If payment of the Warrant Consideration or Black-Scholes Value, as applicable, is to be made to a Person other than the Person in whose name any holder Company Warrant is registered, it shall be a condition precedent of payment that the transfer of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment be properly documented in accordance with the requirements, terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share conditions of such Company Warrant shall be adjusted (including delivery of any form of assignment attached to an exercise price determined by dividing the per share exercise price of such Company Warrant), and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Warrant in effect immediately prior Consideration or Black-Scholes Value to a Person other than the registered holder of the Company Warrant so exercised or repurchased and shall have established to the Pre-Closing Recapitalization by satisfaction of the Exchange Ratio, which quotient shall Surviving Corporation that such Taxes either have been paid or are not required to be rounded to paid. No interest will be paid or accrued on any amount payable upon exercise or repurchase of the nearest whole centCompany Warrants. Immediately thereafter but prior to the Effective TimeUntil converted or repurchased as contemplated hereby, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive deemed at any time after the Effective Time and, as to represent only the right to receive the amounts contemplated by Section 2.1(d) of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectthis Agreement.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Each Company Warrant (or portion thereof) that (A) is outstanding and remains unexercised immediately prior to the Effective Time, automatically shall, by virtue of the Merger, be immediately cancelled and without any action on extinguished and the part of any holder thereof shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X, in consideration of such Company Warrantscancellation, the number for each share of Company Ordinary Shares that were subject Common Stock as to which such Company Warrant immediately prior to the Pre-Closing Recapitalization is exercisable, and (and excluding, for the avoidance of doubt, any Company Warrant that has B) is or will have been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with and effective conditionally upon the consummation of the Merger shall be entitled to receive upon the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded and subject to the nearest whole number conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X for each share of shares, and the Company Common Stock issued upon exercise price per share of such Company Warrant shall be adjusted to Warrant, an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value amount (the “Company Warrant ExerciseConsideration”), without interest, equal to the sum of (i) the Per Share Upfront Warrant Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. No At the Effective Time, all Company Warrants shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Warrant shall survive cease to have any rights with respect thereto, except the Effective Time andrights, as in each case subject to the terms and conditions of immediately following this Agreement and the Escrow Agreement, to receive the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectConsideration.

Company Warrants. Immediately following b) At the Pre-Closing Recapitalization but Effective Time, Parent shall issue Substitute Warrants (as defined below) in accordance with this Section 2.05 to all holders of warrants to acquire shares of Company Common Stock (the “Company Warrants”) outstanding, whether or not exercisable and whether or not vested, immediately prior to the Effective Time. Parent shall issue the Substitute Warrants to replace each of the Company Warrants. The terms and conditions of the Substitute Warrants shall be substantially similar in all material respects with the terms and conditions of each of the Company Warrants, automatically provided that the Substitute Warrants shall differ from the terms and without any action on conditions of the part Company Warrants to the extent necessary to comply with applicable Hong Kong and Bermuda Laws and the HKSE Listing Rules. The Company shall use reasonable efforts to take all necessary action, including obtaining the consent of any holder of such Company Warrants, to implement the substitution of the Company Warrants with Substitute Warrants. At the Effective Time, each Substitute Warrant shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Warrant for which the Substitute Warrant was substituted, (A) a number of Parent Ordinary Shares equal to the product (rounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Company Ordinary Shares Common Stock that were subject to such issuable upon exercise of the related Company Stock Warrant immediately prior to the Pre-Closing Recapitalization Effective Time multiplied by (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof2) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, Ratio and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing (B) the per share exercise price of such each Substitute Warrant shall be equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price of each related Company Warrant in effect immediately prior by (2) the Exchange Ratio (each, a “Substitute Warrant”); provided, however, that, upon exercise of a Substitute Warrant, the holder thereof shall receive a number of Parent ADSs (rather than Parent Ordinary Shares) equal to the Pre-Closing Recapitalization number of Parent Ordinary Shares subject to the Substitute Warrant divided by the Exchange Ratio, which quotient shall be 100 (rounded down to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”Parent ADS). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Each Company Warrant that is outstanding immediately prior to the Effective Time shall be assumed by BAC and shall automatically be converted into a warrant to acquire New BAC Common Stock in accordance with this Section 3.01(c)(ii) (a “Rollover Warrant”). As of the Effective Time, automatically each such Rollover Warrant as so assumed and without any action on the part converted shall be exercisable for that number of any holder shares of such Company Warrants, New BAC Common Stock equal to (x) the number of shares of Company Ordinary Shares that were Class C Common Stock subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time multiplied by (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereofy) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the at a per share exercise price per share of such Company Warrant shall be adjusted equal to an exercise price determined by dividing (A) the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time divided by (B) the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. Immediately thereafter but Except as specifically provided above, each such Rollover Warrant as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding former Company Warrant immediately prior to the Effective Time. As of the Effective Time, all Company Warrants shall no longer be outstanding and each holder of Company Warrants shall cease to have any rights with respect to such Company Warrant, except as set forth in this Section 3.01(c)(ii). At or prior to the Effective Time, each the parties hereto and their respective boards of directors, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Warrant issued and outstanding at such time (and excludingWarrants pursuant to this subsection. Notwithstanding the foregoing, for the avoidance of doubt, any the shares of New BAC Common Stock underlying the Rollover Warrants that are converted from Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) In-The-Money Warrants shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares included in, and shall not be in accordance with addition to, the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a total number of Company Ordinary Shares issuable upon such exercise in order to satisfy shares of New BAC Common Stock constituting the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectTransaction Consideration.

Company Warrants. Immediately (a) All warrants to purchase shares of Company Common Stock, excluding any warrants to purchase shares of Company Common Stock held directly by Parent (the "Company Warrants") outstanding at the Effective Time shall remain outstanding following the Pre-Closing Recapitalization but prior to Effective Time. At the Effective Time, automatically the Company Warrants shall, by virtue of the Merger and without any further action on the part of any the Company or the holder of thereof, be assumed by Parent. From and after the Effective Time, all references to the Company in the applicable warrant agreements pursuant to which such Company WarrantsWarrants were issued (the "Company Warrant Agreements") shall be deemed to refer to Parent, which shall have assumed the Company Warrants and Company Warrant Agreements as of the Effective Time by virtue of this Agreement and without any further action. Each Company Warrant assumed by Parent (each, a "Substitute Warrant") shall be exercisable upon the same terms and conditions as under the applicable Company Warrant Agreements, except that (A) each such Substitute Warrant shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock (rounded downward to the nearest whole share) equal to the number of shares of Company Ordinary Shares that were Common Stock subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number multiplied by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, ; and (B) the exercise price per share of such Company Warrant Parent Common Stock shall be adjusted an amount equal to an the exercise price determined by dividing the per share exercise price of Company Common Stock subject to such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time divided by the Exchange RatioRatio (the exercise price per share, which quotient shall be as so determined, being rounded upward to the nearest whole full cent). Immediately thereafter but Such Substitute Warrants shall otherwise be subject to the same terms and conditions as such Company Warrants. For illustrative purposes only, if, immediately prior to the Effective Time, a holder owns 100 Company Warrants, each Company Warrant issued and outstanding at such time of which represents the right to acquire one (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof1) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the Common Stock at an exercise price applicable to such Company Warrants assuming a then price of $0.50 per share equal to the of Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive Warrant, at the Effective Time and, as of immediately following the such holder's Company Warrant ExerciseWarrants shall be converted into eight (8) Substitute Warrants, each such Company Warrant shall be terminated and shall be of no further force or effectwhich will represent the right to acquire one (1) share of Parent Common Stock at an exercise price of $5.75 per share of Parent Common Stock.

Company Warrants. Immediately following (i) Neither Purchaser nor any of its Affiliates shall assume or otherwise replace a Company Warrant in connection with the Pre-Closing Recapitalization but prior Acquisition or the other Transactions. Upon the terms and subject to the Effective Timeconditions set forth in this Agreement, automatically at the Closing, by virtue of the Acquisition and the Warrant Cancellation Agreements in respect of the Company Warrants and without any action on the part of any holder of such Company WarrantsPurchaser, the number Company, or the holders of Company Ordinary Shares that were subject to Warrants (each such Company Warrant holder as of immediately prior to the Pre-Closing Recapitalization (and excludingClosing, for the avoidance of doubta “Company Warrantholder”), any each Company Warrant that has been exercised is outstanding immediately prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product Closing Date shall be rounded cancelled, extinguished and shall cease to exist. In exchange for the nearest whole number cancellation and extinguishment of sharesthe Company Warrants pursuant to this Section 1.2(c)(i), and each person who, at the exercise price per share of such Closing Date, was holding a Company Warrant shall be adjusted to receive an exercise price determined by dividing amount in cash (without interest) equal to, in respect of each Company Ordinary Shares Warrant, the product of (x) the excess, if any, of the Per Ordinary Share Consideration, without interest, over the per share exercise price of such Company Ordinary Shares Warrant and (y) the number of shares of Company Ordinary Shares into which such Company Ordinary Shares Warrant is convertible pursuant to the terms of its governing documents, in effect each case as of immediately prior to the PreClosing Date (“Warrant Consideration”). Company Ordinary Shares Warrants with a per share exercise price greater than or equal to the Per Ordinary Share Consideration (“Out-Closing Recapitalization of-the-Money Warrants”) shall be cancelled without consideration. Payment of Warrant Consideration to any holder of Company Warrants entitled thereto shall be made at such time(s) provided in this Agreement to the Payment Agent for onward payment to the Company Warrantholders that would receive consideration under this Section 1.2(c). For purposes of calculating the aggregate amount of consideration payable in respect of a Company Warrant pursuant to this Section 1.2(c)(i), (x) all shares of Company Capital Shares issuable upon the exercise in full of the Company Warrants held by each holder of Company Warrants shall be aggregated and (y) the Exchange Ratio, which quotient amount of cash to be paid to each such holder of Company Warrants shall be rounded down to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior Subject to the Effective Timeterms and conditions of this Agreement, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to at the Effective Time, each Company Warrant that is issued and outstanding at immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted into and represent the right to receive an amount of cash, without interest, equal to the product of (A) the number of shares of Company Capital Stock subject to such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior multiplied by (B) ((1) the General Conversion Number (in the case of Company Warrants exercisable for Company Common Stock), (2) the Series C Conversion Number (in the case of Company Warrants other than Company Series C Repurchase Warrants exercisable for Company Series C Stock), or (3) the Series C Repurchase Warrant Conversion Number (in the case of Company Series C Repurchase Warrants), as applicable, less the exercise price per share attributable to such time in accordance with its terms either Company Warrant (provided, no deduction for such exercise price shall be made for Company Shares or a cash payment in accordance with Series C Repurchase Warrants)); provided, however, that the terms thereof) Surviving Corporation and Acquiror shall be automatically net-share exercised on entitled to deduct and withhold from such payment made to the holder of a cashless basis into Company Ordinary Shares in accordance with Warrant the terms amount of withholding for taxes required to be deducted and withheld as a result of the agreements governing transactions contemplated by this Section 2.1(b)(v). The amount of cash each Company Warrantholder is entitled to receive for the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to held by such Company Warrants assuming a then price per share equal Warrantholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each Warrants held by such Company Warrant shall be terminated and shall be Warrantholder. The preceding provisions of no further force or effectthis Section 2.1(b)(v) are subject to the provisions of Section 2.3 (regarding the withholding of Escrow Cash).

Company Warrants. Immediately following Following the Pre-Closing Recapitalization but date hereof, the Company shall use its commercially reasonable efforts to cause the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for shares of Company Common Stock; provided, however, that at the Effective Time, each Company Warrant that remains outstanding and unexercised immediately prior to the Effective TimeTime shall become converted into and become a warrant exercisable to receive Domesticated Acquiror Common Stock, automatically and without any action on the part of any holder of Acquiror shall assume each such Company WarrantsWarrant in accordance with its terms. All rights with respect to Company Common Stock under the Company Warrants assumed by Acquiror shall thereupon be converted into rights with respect to Domesticated Acquiror Common Stock. Accordingly, from and after the Effective Time: (A) each Company Warrant assumed by Acquiror may be exercised solely for shares of Domesticated Acquiror Common Stock; (B) the number of shares of Domesticated Acquiror Common Stock subject to each Company Ordinary Shares Warrant assumed by Acquiror shall equal the sum of (1) the product of (i) the number of shares of Company Common Stock issuable upon exercise of the Company Warrant that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time, multiplied by (and excludingii) the Per Share Merger Consideration, for rounding the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such resulting number by the Exchange Ratio, which product shall be rounded down to the nearest whole number of sharesshares of Domesticated Acquiror Common Stock, and plus (2) (i) the number of shares of Company Common Stock issuable upon exercise price per share of the Company Warrant that were subject to such Company Warrant shall be adjusted immediately prior to an the Effective Time, multiplied by (ii) the Earnout Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Domesticated Acquiror Common Stock; (C) the per share exercise price determined for Domesticated Acquiror Common Stock issuable upon exercise of each Company Warrant assumed by dividing Acquiror shall equal the sum of (1) the quotient of (i) the per share exercise price of Company Common Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, divided by the Exchange RatioPer Share Merger Consideration, which quotient shall be rounded rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but , plus (2) the quotient of (i) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, each Company Warrant issued divided by the Earnout Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent; and outstanding at such time (and excluding, for the avoidance of doubt, D) any restriction on any Company Warrant that has been exercised prior to such time assumed by Acquiror shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms and other provisions of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectotherwise remain unchanged.

Company Warrants. Immediately following As of the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, automatically and shall be canceled without any action on the part of any holder of such Company WarrantsWarrant in consideration for the right to receive, subject to the execution and delivery by the holder of such Company Warrant of a Warrant Surrender Agreement with respect thereto and to any withholding in accordance with Section 1.14, in full satisfaction of the rights of such holder with respect thereto, (i) as promptly as reasonably practicable following the Effective Time, the cash amount (without interest) equal to the number of shares of Company Ordinary Shares Common Stock or Company Series B-1 Preferred Stock, as applicable, that were are subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excludingWarrant, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number multiplied by the Exchange Ratioamount by which (A) the portion (if any) of the Closing Merger Consideration allocable to one (1) share of Company Common Stock or Company Series B-1 Preferred Stock, which product shall be rounded to as applicable, as shown on the nearest whole number of sharesAllocation Schedule, and exceeds (B) the exercise price per share of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, subject to such Company Warrant shall be adjusted Warrant, plus (ii) as promptly as practicable after any Future Payment becomes payable in accordance with this Agreement and the Escrow Agreement, the cash amount (without interest) equal to an the number of shares of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, that are subject to such Company Warrant, multiplied by the amount by which (A) the portion of such Future Payment allocable to one (1) share of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, as shown on the Allocation Schedule exceeds (B) (to the extent not previously deducted) any portion of the exercise price determined by dividing the per share exercise price of Company Common Stock or Company Series B-1 Preferred Stock, as applicable, subject to such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole centWarrant. Immediately thereafter but prior Prior to the Effective Time, each the Company shall take all actions necessary or desirable in connection with the treatment of Company Warrants contemplated by this Section 1.13(c). The Company shall use its reasonable best efforts to obtain prior to the Closing a Warrant Surrender Agreement signed by Connecticut Innovations, Incorporated. Any payments to be made to the holder of a Company Warrant issued and outstanding at such time (and excluding, for pursuant to this Agreement shall be deposited with the avoidance of doubt, any Company Warrant that has been exercised prior Paying Agent to such time be disbursed in accordance with its terms either for Company Shares or a cash payment in accordance with this Section 1.13(c) and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectAllocation Schedule.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, by virtue of the Merger and without any action of any Party or any other Person, each warrant for Company Preferred Stock set forth on Section 2.5(a)(iv) of the Company Disclosure Schedule (each, a “Warrant”) shall cease to represent the right to purchase shares of Company Preferred Stock and shall be assigned to and assumed by SPAC, and converted into or exchanged for, as applicable, a warrant to purchase shares of Class A Common Stock (each, a “Rollover Warrant”) in an amount, at an exercise price and subject to such terms and conditions determined as set forth below. Each Rollover Warrant shall (i) be exercisable for, and represent the right to purchase, a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Company Preferred Stock subject to the corresponding Warrant immediately prior to the Effective Time, automatically and without any action on multiplied by (B) the part of any holder Aggregate Liquidation Preference of such Company Warrants, the number underlying share of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of sharesPreferred Stock, and the divided by (C) $10.00, and (ii) have an exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be Class A Common Stock (rounded up to the nearest whole cent. Immediately thereafter but ) subject to such Rollover Warrant equal to (A) the current aggregate exercise price of such Warrant (the current exercise price per share of Company Preferred Stock applicable to the corresponding Warrant immediately prior to the Effective Time, each multiplied by the number of shares of Company Warrant issued Preferred Stock issuable upon exercise thereof), divided by (B) the number of shares of Class A Common Stock issuable upon exercise thereof. Unless otherwise agreed by the Company, SPAC and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereofholder(s) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant ExerciseWarrants, each such Company Rollover Warrant shall be terminated subject to the same terms and shall be conditions that applied to the corresponding Warrant immediately prior to the Effective Time, except for terms rendered inoperative by reason of no further force the transactions contemplated by this Agreement or effectthe Ancillary Documents or for such other immaterial administrative or ministerial changes as the Company may determine in good faith are necessary to effectuate the administration of the Rollover Warrants.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior Prior to the Effective Time, automatically the Company shall deliver to the holders of Company Warrants notices consistent with the terms and conditions of the applicable Company Warrant. No Company Warrants, whether vested or unvested, shall be assumed by Parent in the Merger, and at the Effective Time, each Company Warrant will, by virtue of the Merger, and without any further action on the part of any holder thereof, be cancelled at the Effective Time, and in exchange therefor, each holder of a Company Warrant shall be entitled to receive, in consideration of the cancellation of such Company Warrants, Warrant an amount in cash (without interest) equal to the product of (x) the number of Company Ordinary Shares shares of Series B Preferred Stock that were subject to issuable upon exercise of such Company Warrant immediately prior to the Pre-Effective Time, multiplied by (y) the excess, if any, of the Per Share Merger Consideration (as reduced at the Closing Recapitalization (by such holder’s Escrow Pro Rata Share of each of the Escrow Amount and excludingthe Representative Holdback Amount, for such holder’s Deferred Pro Rata Share of the avoidance Deferred Merger Consideration, and subject to adjustment as provided in Section 3.4, in each case in respect of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for the Company Shares or a cash payment in accordance with the terms thereofunderlying such holder’s Company Warrants) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing over the per share exercise price of such Company Warrant in effect immediately prior (the product of clause (x) and (y) with respect to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant, the “Per Warrant Merger Consideration”); provided, however, that has been exercised prior to if the Per Warrant Merger Consideration would be a negative amount (such time in accordance with its terms either for Company Shares or a cash payment in accordance with Warrants, the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms “Out of the agreements governing the Money Company Warrants” and all Company Warrants pursuant to which that are not Out of the Money Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (Warrants, the “In the Money Company Warrant ExerciseWarrants”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated cancelled and shall be extinguished at the Effective Time without any present or future right to receive any portion of no further force or effectthe Merger Consideration.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to after the Effective Time, automatically and without any action on the part each outstanding Company Warrant will, subject to Company’s receipt of any holder required consent of the holders of such Company Warrants, be cancelled by the Surviving Corporation, and each holder of a cancelled Company Warrant will be entitled to receive (A) from the Surviving Corporation at the same time as payment of the Merger Closing Consideration for Company Common Shares and Company Preferred Shares is made by the Surviving Corporation in connection with the Merger, in consideration for the cancellation of such Company Warrant, an amount in cash equal to the product of (x) the number of Company Ordinary Shares that were previously subject to issuance on exercise of such Company Warrant immediately prior to and (y) the Pre-excess, if any, of the Closing Recapitalization (and excluding, for the avoidance of doubt, any Consideration Per Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and Share over the exercise price per share Company Share previously subject to issuance on exercise of such Company Warrant shall (the “Warrant Merger Closing Consideration”), and (B) from Buyer, any Additional Consideration Per Company Share in respect of the Company Shares previously subject to issuance on exercise of such Company Warrant, which will be adjusted payable at the times and in the manner specified in the Earnout Agreement. Each Company Warrant that is not canceled as described above will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Warrant, except that each of the Company Shares for which such Company Warrant is exercisable will at the Effective Time be converted into the right to receive an amount in cash equal to the Closing Consideration Per Company Share for each Company Share subject to issuance on exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to and any Additional Consideration Per Company Share that will become payable under the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance Earnout Agreement after date of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms exercise of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectWarrant.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereofa) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to At the Effective Time, each Company Warrant issued that is outstanding and outstanding at unexercised immediately prior to the Effective Time, will be converted into and become a warrant to purchase Parent Common Stock. All rights with respect to Company Common Stock under Company Warrants assumed by Parent will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent will be determined by multiplying (x) the number of shares of Company Common Stock that were subject to such time Company Warrant, as in effect immediately prior to the Effective Time by (y) the Exchange Ratio and excluding, rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the avoidance Parent Common Stock issuable upon exercise of doubteach Company Warrant assumed by Parent will be determined by dividing (x) the per share exercise price of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time, by (y) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Warrant assumed by Parent will continue in full force and effect and the term, exercisability and other provisions of such Company Warrant will otherwise remain unchanged; provided, however, that has been exercised prior to the extent provided under the terms of a Company Warrant, such time Company Warrant assumed by Parent in accordance with this Section 5.16(a) will, in accordance with its terms either for Company Shares terms, be subject to further adjustment as appropriate to reflect any stock split, division or a cash payment in accordance subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant respect to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal Parent Common Stock subsequent to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectTime.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically (x) the Company shall cause each Company Warrant (other than the Finback Warrant) that is issued and outstanding immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (y) (A) the Company shall cause the portion of the Finback Warrant that is vested as of immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (B) the portion of the Finback Warrant that is unvested as of immediately prior to the Effective Time shall be automatically, without any action on the part of any holder Parent, the Company or the Company Warrant holder, converted into a warrant (the “Parent Finback Warrant”) to acquire shares of Parent Common Stock in accordance with this Section 2.1(a)(iii), in each case, in accordance with the respective terms of such Company WarrantsWarrant (such actions, collectively the “Company Warrant Settlement”). Such Parent Finback Warrant as so assumed and converted shall continue to have, and shall be subject to, the number of Company Ordinary Shares that were subject same terms and conditions as applied to such Company the Finback Warrant immediately prior to the Pre-Closing Recapitalization (Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and excluding, converted shall be for that number of shares of Parent Common Stock determined by multiplying the avoidance number of doubt, any shares of the Company Common Stock subject to the unvested portion of such Finback Warrant that has been exercised immediately prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price at a per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of the unvested portion of such Company Finback Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. Immediately thereafter but prior to After the Effective Time, each Company Warrant issued and outstanding at such time (and excludingSettlement, for the avoidance all of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant shall no longer be outstanding and shall cease to which the Company shall withhold a number exist and each holder of Company Ordinary Shares issuable upon such exercise in order Warrants shall thereafter cease to satisfy the exercise price applicable have any rights with respect to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”securities except as set forth in this Section 2.1(a)(iii). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part As of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each warrant to purchase shares of the Company’s Capital Stock (“Company Warrants”) shall terminate by virtue of the Merger and each holder of a Company Warrant issued shall cease to have any rights with respect thereto, other than as described in this Section 2.7(f). Immediately prior to the Effective Time (i) all Company Warrants (whether or not then vested) shall vest, and outstanding at (ii) each holder of Company Warrants shall be deemed to have exchanged all such time (and excluding, holder’s Company Warrants for the avoidance right to receive the Warrant Merger Consideration, subject to the same adjustments applicable to holders of doubtCompany Common Stock receiving the Merger Consideration. Not later than the time at which the Company gives notice of the Merger and the transactions contemplated by this Agreement to Company Stockholders, any the Company Warrant that has been exercised prior to such time shall notify each holder of Company Warrants in accordance with its terms either for Company Shares or a cash payment in accordance with writing, of the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares proposed Merger and the transactions contemplated by this Agreement in accordance with the terms of the agreements governing Warrants (the “Warrant Holder Notice”). The Warrant Holder Notice shall apprise the holders of the Company Warrants pursuant (i) that the holders of such Company Warrants will be deemed to which have exchanged all such holder’s Company Warrants immediately prior to the Effective Time for the right to receive the Warrant Merger Consideration, and (ii) that all Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy Warrants not so exchanged will terminate at the Effective Time and no longer be outstanding. If the exercise price applicable to per share of any such Company Warrants assuming a then price per share Warrant is equal to or greater than the aggregate consideration payable to a holder of Company Share Value (Warrants at the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time andClosing, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated canceled without any cash payment being made in respect thereof. Prior to the Effective Time, the Company shall take all actions required to cause all Company Warrants to terminate at the Effective Time, including adopting any Company Warrant amendments and shall be resolutions and obtaining any required consents, without paying any consideration or incurring any debts or obligations on behalf of no further force the Company or effectthe Surviving Corporation.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each unexercised warrant to purchase shares of Company Common Stock (the "Company Warrants") then outstanding will be assumed by Parent, to the extent permitted by the terms of such Company Warrants. Each such outstanding Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in such Company Warrants immediately prior to the Effective Time, automatically and without any action on the part of any holder of except that such Company Warrants, Warrants shall be exercisable for that number of "Parent Units" (as defined below) that is equal to the number of shares of Company Ordinary Shares Common Stock that were subject purchasable under such outstanding Company Warrant immediately prior to the Effective Time. Each "Parent Unit" shall consist of (i) that fraction of a share of Parent Common Stock equal to the Stock Exchange Ratio and (ii) that fraction of a Warrant equal to the Warrant Exchange Ratio, and the per Parent Unit exercise price for each such assumed Company Warrant shall be equal to the exercise price of such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time. From and after the Effective Time, unless the context requires otherwise, all references to the Company in the Company Warrants shall be deemed to refer to Parent. Parent further agrees that, notwithstanding any other term of this Section 1.8 to the contrary, if required under the terms of the assumed Company Warrants, it will execute a supplemental agreement with the holders of Company Warrants to effectuate the foregoing. Parent shall (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised x) on or prior to such time in accordance with its terms either the Effective Time, reserve for issuance the number of shares of Parent Common Stock that will become subject to the assumed Company Shares or a cash payment Warrants (including, without limitation, the shares of Parent Common Stock issuable upon the exercise of Warrants subject to the assumed Company Warrants) pursuant to this Section 1.8 and (y) from and after the Effective Time, upon exercise of the assumed Company Warrants in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number make available for issuance all shares of shares, Parent Common Stock and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectcovered thereby.

Company Warrants. Immediately following Following the Pre-Closing Recapitalization but date hereof, the Company shall use its commercially reasonable efforts to cause the holder of each Company Warrant that is outstanding and unexercised to exercise such Company Warrant in exchange for shares of Company Common Stock; provided, however, that at the Effective Time, each Company Warrant that remains outstanding and unexercised immediately prior to the Effective TimeTime shall become converted into and become a warrant exercisable to receive Parent Common Stock, automatically and without any action on the part of any holder of Parent shall assume each such Company WarrantsWarrant in accordance with its terms. All rights with respect to Company Common Stock under the Company Warrants assumed by Parent (each, an “Assumed Warrant”) shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying (1) the number of shares of Company Common Stock, or the number of shares of Company Common Stock issuable upon exercise of the Company Warrant that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time, by (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof2) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded and rounding the resulting number up to the nearest whole number of shares, and shares of Parent Common Stock; (C) the per share exercise price per share for Parent Common Stock issuable upon exercise of such each Company Warrant assumed by Parent shall be adjusted to an exercise price determined by dividing the per share exercise price of Company Common Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Exchange Ratio, which quotient shall be rounded Ratio and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued ; and outstanding at such time (and excluding, for the avoidance of doubt, D) any restriction on any Company Warrant that has been exercised prior to such time assumed by Parent shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms and other provisions of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectotherwise remain unchanged.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each Company Series E Warrant which is outstanding immediately prior thereto and does not terminate in full, if unexercised, immediately prior to the Effective Time shall, in accordance with the terms thereof, cease to represent a right to acquire shares of Company Series E Preferred Stock and automatically shall be converted, at the Effective Time, automatically and without any action on the part of the holder thereof, into a warrant to purchase PAR3 Series C-1 Preferred Stock (as so converted, a “Company Converted Warrant”). Company shall seek approval of such acceleration of Company Series E Warrants in accordance with Section 5.6(b). Each Company Converted Warrant shall continue to have, and be subject to, the same terms and conditions as set forth in any holder agreements thereunder immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Converted Warrant shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of PAR3 Series C-1 Preferred Stock equal to the product of the number of shares that were issuable upon exercise of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Series E Preferred Stock Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time multiplied by the Series E Exchange Ratio, which product shall be rounded down to the nearest whole number of sharesshares of PAR3 Series C-1 Preferred Stock, and (ii) the per share exercise price for the shares of PAR3 Series C-1 Preferred Stock issuable upon exercise of such Company Converted Warrant shall be equal to the quotient determined by dividing the exercise price per share of Company Series E Preferred Stock at which such Company Series E Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect was exercisable immediately prior to the Pre-Closing Recapitalization Effective Time by the Series E Exchange Ratio, which quotient shall be rounded up to the nearest whole cent. Immediately thereafter but At the Effective Time, except for the Company Converted Warrants, each Company Warrant that is issued and outstanding immediately prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) Time shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectcancelled.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to At the Effective Time, automatically by virtue of the Merger and without any further action on the part of any Buyer, Merger Sub, or Company, each Company Warrant that is outstanding immediately prior to the Effective Time shall be accelerated and automatically become fully vested, cancelled and, in exchange therefor, each holder thereof shall be entitled to receive, in consideration of the cancellation of such Company WarrantsWarrant and in settlement therefor, a payment in cash (subject to the terms of this Agreement, including Section 2.5, Section 2.9, Section 2.10 and ARTICLE XI) of an amount equal to the product of (i) the total number of shares of Company Ordinary Shares that were Preferred Stock subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of sharesWarrant, and (ii) the excess, if any, of the Preferred Stock Per Share Merger Consideration over the exercise price per share of Company Preferred Stock subject to such Company Warrant shall be adjusted to an exercise price determined by dividing (such amounts payable hereunder, the per share exercise price “Warrant Payments”), without interest thereon and less any applicable withholdings and payable in accordance with the Allocation Certificate and the terms of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole centthis Agreement. Immediately thereafter but prior to From and after the Effective Time, each any such cancelled Company Warrant issued and outstanding at shall no longer be exercisable by the former holder thereof, but shall only entitle such time (and excluding, for holder to the avoidance payment of doubt, any the Warrant Payment. No holder of a Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such an exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share of Company Preferred Stock that is equal to or greater than the Preferred Stock Per Share Merger Consideration shall be entitled to any payment with respect to such cancelled Company Warrant before, on, or after the Effective Time. Each Principal Holder acknowledges and agrees to this Section 2.4, and in particular each Principal Holder holding a Company Warrant (a) acknowledges that the right to receive a Warrant Payment pursuant to this Section 2.4 shall constitute full satisfaction of Company’s obligations under the Company Share Value Warrant, (b) waives the “right to receive any notice in connection with the Merger or this Agreement under such Company Warrant Exercise”). No Company Warrant shall survive Warrant, including section 3.2, section 3.4 and section 6 thereof and (c) agrees that from and after the Effective Time andTime, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically (x) the Company shall cause each Company Warrant (other than the Finback Warrant) that is issued and outstanding immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (y) (A) the Company shall cause the portion of the Finback Warrant that is vested as of immediately prior to the Effective Time to be either exercised in full on a cash or cashless basis or terminated without exercise and (B) the portion of the Finback Warrant that is unvested as of immediately prior to the Effective Time (such portion, the “Unvested Finback Warrant”) shall be automatically, without any action on the part of any holder Parent, the Company or the Company Warrant holder, converted into a warrant (the “Parent Finback Warrant”) to acquire shares of Parent Common Stock in accordance with this Section 2.1(a)(iii), in each case, in accordance with the respective terms of such Company WarrantsWarrant (such actions, collectively the “Company Warrant Settlement”). Such Parent Finback Warrant as so assumed and converted shall continue to have, and shall be subject to, the number of Company Ordinary Shares that were subject same terms and conditions as applied to such Company the Finback Warrant immediately prior to the Pre-Closing Recapitalization (Effective Time. As of the Effective Time, such Parent Finback Warrant as so assumed and excluding, converted shall be for that number of shares of Parent Common Stock determined by multiplying the avoidance number of doubt, any shares of the Company Common Stock subject to the unvested portion of such Finback Warrant that has been exercised immediately prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price at a per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company the Unvested Finback Warrant in effect immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. Immediately thereafter but prior to After the Effective Time, each Company Warrant issued and outstanding at such time (and excludingSettlement, for the avoidance all of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant shall no longer be outstanding and shall cease to which the Company shall withhold a number exist and each holder of Company Ordinary Shares issuable upon such exercise in order Warrants shall thereafter cease to satisfy the exercise price applicable have any rights with respect to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”securities except as set forth in this Section 2.1(a)(iii). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.​

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior to (i) Each Company Warrant shall terminate as of the Effective Time, automatically and without any action on and, following the part Effective Time, no holder of any Company Warrants shall have any right to acquire any equity securities of the Company or of the Acquirer or of the Acquirer Parent as a result of such holder’s Company Warrants (irrespective of the terms or provisions of such Company Warrant). At the Closing, each then outstanding warrant to purchase shares of Company Capital Stock (each, a “Company Warrant”) that is then exercisable for an exercise price less than the Per Share Merger Consideration (any such Company Warrant, an “In-the-Money Warrant”) shall be cancelled in consideration of payment to the holder of such Company WarrantsWarrant of an amount in cash and Acquirer Parent Common Shares in respect thereof equal to the amount, if any, by which (1) the number aggregate Per Share Merger Consideration would be issuable or payable in accordance with Section ‎1.2‎(a) in respect of the Company Ordinary Shares that were subject to issuable upon exercise of such Company Warrant immediately had such Company Warrant been exercised in full prior to the PreClosing exceeds (2) the aggregate exercise price for such Company Warrant (the “Warrant Cancellation Payment”). The Warrant Cancellation Payment shall be paid as follows: (i) an amount of cash equal to the Cash Consideration Percentage of the Warrant Cancellation Payment, less an amount of cash equal to such holder of Company Warrant’s Indemnity Escrow Per Share Amount, Adjustment Escrow Per Share Amount and Expense Fund Per Share Amount, (ii) a number of Acquirer Parent Common Shares equal to the quotient obtained by dividing (A) the Stock Consideration Percentage of the Warrant Cancellation Payment by (B) the Acquirer Parent Share Price, and (iii) the right to receive, with respect to each In-Closing Recapitalization (and excluding, for the avoidance of doubtthe-Money Warrant, any Company Warrant cash disbursements that has been exercised prior may become payable in the future with respect to such time in accordance with its terms either for Company Shares holder’s shares from the Indemnity Escrow Amount, the Adjustment Escrow Amount and the Expense Fund, or a cash payment the Acquirer pursuant to Section ‎1.11(d)(ii), in accordance with the terms thereof) will be adjusted by multiplying of this Agreement and the Escrow Agreement. The amount of cash that each holder of Company Warrant holding a Company Warrant is entitled to receive for such number by the Exchange Ratio, which product Company Warrant shall be rounded to the nearest whole number of shares, cent and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, computed after aggregating cash amounts for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for all Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each held by such Company Warrant shall be terminated and shall be of no further force or effectholder.

Company Warrants. Immediately following (a) At the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time, automatically shall be converted into and without any action on the part of any holder of become a warrant to purchase Parent Common Stock, and Parent shall assume such Company WarrantsWarrant in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Warrant and the terms of the Contract by which such Company Warrant is evidenced. All rights with respect to Company Preferred Stock under the Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying the number of shares of Company Preferred Stock that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time by the Exchange Ratio, which product shall be rounded and rounding the resulting number down to the nearest whole number of shares, and shares of Parent Common Stock; (iii) the per share exercise price per share for the Parent Common Stock issuable upon exercise of such each Company Warrant assumed by Parent shall be adjusted to an exercise price determined by dividing the per share exercise price of Company Preferred Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Exchange Ratio, which quotient shall be rounded and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to ; and (iv) any restriction on the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance exercise of doubt, any Company Warrant that has been exercised prior to such time assumed by Parent shall continue in accordance with its terms either for Company Shares or a cash payment in accordance with full force and effect and the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms term, exercisability, vesting schedule and other provisions of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated otherwise remain unchanged as a result of the assumption of such Company Warrant; provided, however, that the board of directors of Parent or a committee thereof shall succeed to the authority and shall be responsibility of no further force the board of directors of the Company or effectany committee thereof with respect to each Company Warrant assumed by Parent.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each Company Warrant that is unexpired, unexercised and outstanding immediately prior to the Effective TimeTime shall, automatically and without any action on the part of any holder of such Company Warrantsterms and subject to the conditions set forth in this Agreement, be cancelled and extinguished and automatically converted into, subject to and in accordance with Section 1.9, the number right to receive, for each share of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Common Stock (and excludingwhich, for the avoidance of doubt, any includes each share of Company Common Stock deemed to have been issued upon conversion of all shares of Company Capital Stock upon the exercise or contingent exercise of such Company Warrant that has been exercised prior to the Closing) subject to such time in accordance with its terms either for Company Shares or a cash payment in accordance with Warrant (A) the Warrant Cash-Out Closing Amount Per Share, (B) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms thereofand conditions of this Agreement and the Escrow Agreement, cash in an amount equal to up to the Warrant Cash-Out General Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) will be adjusted pursuant to the indemnification obligations of the Effective Time Holders under Article 8), (C) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of this Agreement and the Escrow Agreement, cash in an amount equal to up to the Warrant Cash-Out Special Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8) and (D) the right to receive cash in an amount equal to the pro rata share allocable to each share of Company Common Stock subject to such Company Warrant of any Earnout Payment payable pursuant to Section 5.20. The amount of cash each Company Warrantholder is entitled to receive pursuant to this Section 1.8(a)(v) for the Company Warrants held by multiplying such number by Company Warrantholder as of immediately prior to the Exchange Ratio, which product Effective Time shall be rounded to the nearest whole number of shares, cent and the exercise price per share of computed after aggregating cash amounts for all Company Warrants held by such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectWarrantholder.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Each Company Warrant that is outstanding and unexercised immediately prior to the Effective Time and for which the ability to exercise such Company Warrant does not terminate or expire by the terms of such warrant at the Effective Time, automatically shall be converted into and without any action on the part of any holder of become a warrant to purchase Parent Shares and Parent shall assume each such Company WarrantsWarrant in accordance with its terms. All rights with respect to Company Common Stock under Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Shares. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Parent may be exercised solely for Parent Shares; (ii) the number of Parent Shares subject to each Company Ordinary Shares Warrant assumed by Parent shall be determined by multiplying (1) the number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization Effective Time by (2) the Common Exchange Ratio and excluding, for rounding the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such resulting number by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing Parent Shares; (iii) the per share exercise price for the Parent Shares issuable upon exercise of each Company Warrant assumed by Parent shall be determined by dividing the effective per share exercise price of Company Common Stock subject to such Company Warrant Warrant, as in effect immediately prior to the Pre-Closing Recapitalization Effective Time, by the Common Exchange Ratio, which quotient shall be rounded Ratio and rounding the resulting exercise price up to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each ; and (iv) any restriction on any Company Warrant issued assumed by Parent shall continue in full force and outstanding at effect and the term and other provisions of such time (and excluding, for Company Warrant shall otherwise remain unchanged. For the avoidance of doubt, any if the ability to exercise a Company Warrant that has been exercised prior to such time in accordance with terminates or expires by its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive at the Effective Time andTime, as of immediately following the Company Warrant Exercise, each such Company Warrant shall (i) will terminate and expire, (ii) not convert into and become a warrant to purchase Parent Shares and (iii) not be terminated and shall be of no further force or effectassumed by Parent.

Company Warrants. Immediately following the Pre-Closing Recapitalization but The Company shall cause all Company Warrants that are outstanding and unexercised as of immediately prior to the Effective Time to be cancelled at the Effective Time. In exchange and settlement for the cancellation of any Company Warrant and the delivery of a completed warrant cancellation agreement, automatically in a form mutually agreed upon by Parent and without any action the Company, the Company Warrantholder thereof shall have the right to receive, in respect of each share of Company Common Stock underlying the Company Warrant, the (A) Per Warrant Share Closing Merger Consideration, payable in the form of (i) a pro rata number of shares of Parent Preferred Stock (determined based on the part quotient of any holder 650,000 shares of such Parent Preferred Stock and the total number of shares of Company WarrantsCommon Stock underlying the Company Warrant), (ii) a pro rata number of shares of Parent Common Stock (determined based on the quotient of 11,500,000 shares of Parent Common Stock (reduced by the number of shares of Parent Common Stock issuable in respect of the shares of Company Ordinary Shares that were subject Common Stock pursuant to such Section 1.10(a(iii)(2)) and the total number of shares of Company Warrant immediately prior Common Stock underlying the Company Warrants), and (iii) a pro rata share (based on the total number of shares of Company Common Stock underlying the Company Warrants) of the amount of Cash Merger Consideration remaining after making the aggregate payments of the Per Common Share Closing Merger Consideration pursuant to Section 1.10 and the Preaggregate Option Consideration pursuant to Section 1.11, each in accordance with the Payout Spreadsheet, plus (B) an allocable portion of any Post-Closing Recapitalization (and excluding, for Merger Consideration. For the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with after the terms thereof) will be adjusted by multiplying such number by the Exchange RatioEffective Time, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such no Company Warrant shall be adjusted to an exercise price determined exercisable by dividing the per share exercise price of any Company Warrantholder for, otherwise entitle such Company Warrant in effect immediately prior Warrantholder to receive, shares of Company Stock (or any other equity security or other consideration), but shall only entitle such Company Warrantholder to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole centconsideration (if any) described in this Section 1.12. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time The aggregate amount paid or payable in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms respect of the agreements governing cancellation of the Company Warrants pursuant as set forth in this Section 1.12 is referred to which herein as the “Warrant Consideration.” Parent will deliver to each Company shall withhold Warrantholder a number stock certificate representing the shares of Company Ordinary Shares Parent Preferred Stock issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal Warrantholder. The shares of Parent Common Stock issuable to the each Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall Warrantholder will be terminated and shall be of no further force or effectin uncertificated book-entry form.

Company Warrants. Immediately following Neither Parent nor any of its Affiliates (including the Pre-Closing Recapitalization but prior Surviving Corporation) shall assume or otherwise replace a Company Warrant in connection with the Merger or the other Transactions. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, automatically by virtue of the Merger, and without any action on the part of any holder of such Company WarrantsParent, Merger Sub, the number Company, or the holders of Company Ordinary Shares that were subject to Warrants (each such Company Warrant holder as of immediately prior to the Pre-Closing Recapitalization (and excludingClosing, for the avoidance of doubta “Company Warrantholder”), any each Company Warrant that has been exercised is outstanding immediately prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product Effective Time shall be rounded deemed cancelled and shall convert into the right to receive an amount in cash equal to, in respect of each Company Warrant, the nearest whole number product of shares(x) the excess, and if any, of the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing Per Share Common Consideration, without interest, over the per share exercise price of such Company Warrant in effect and (y) the number of shares of Company Common Stock into which such Company Warrant is convertible pursuant to the terms of its governing documents, as of immediately prior to the PreEffective Time, and subject to the withholdings and adjustments set forth in Section 1.4 and Section 1.5 (“Warrant Consideration”). Company Warrants with a per share exercise price greater than or equal to the Per Share Common Consideration (“Out-Closing Recapitalization of-the-Money Warrants”), shall be cancelled without consideration. The payment of the Warrant Consideration to any holder of Company Warrants shall be paid at such time(s) provided in this Agreement to the Payment Agent for further payment to the Company Warrantholders that would receive consideration under this Section 1.3(d). For purposes of calculating the aggregate amount of consideration payable in respect of a Company Warrant pursuant to this Section 1.3(d), (x) all shares of Company Capital Stock issuable upon the exercise in full of the Company Warrants held by each holder of Company Warrants shall be aggregated and (y) the Exchange Ratio, which quotient amount of cash to be paid to each such holder of Company Warrants shall be rounded down to the nearest whole cent. Immediately thereafter but The Company shall, promptly after the date hereof and prior to the Effective TimeClosing, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, take or cause to be taken all actions that are required under any Company Warrant that has been exercised prior Warrant, or are otherwise reasonably necessary or appropriate to such time cause the Company Warrants to be treated in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”this Section 1.3(d). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

Company Warrants. Immediately following Unless the Pre-Closing Recapitalization but Buyer and the Company agree otherwise, the Company shall request that all holders of the Company Warrants exercise the Company Warrants prior to the Effective Closing Time. As of the effective time of a Post-Closing Reorganization satisfying the applicable provisions covering mergers, automatically and without any action on consolidations and/or other similar transactions of the part of any holder of such Company Warrants, if any, each remaining outstanding Company Warrant shall cease to represent a right to acquire Company Shares and shall be converted automatically into a warrant to purchase either shares of Buyer Common Stock based on the number Fixed Offer Price or, to the extent the holder thereof makes an effective written election prior to the Closing Time, shares of Company Ordinary Shares that were Buyer Common Stock and CVRs based on the Contingent Offer Price (collectively, the "NEW BUYER WARRANTS") in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Warrant immediately prior to so substituted by the Pre-Closing Recapitalization (Buyer shall be subject to, and excludingexercisable upon, for the avoidance of doubt, any same terms and conditions as under the applicable Company Warrant and the applicable warrant agreement related thereto, except that has been exercised prior to such time in accordance with its terms either for (i) each substituted Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product Warrant shall be exercisable for, and represent the right to acquire, either (I) that number of shares of the Buyer Common Stock (rounded to the nearest whole share) equal to (A) the number of shares, and the exercise price per share of such Company Warrant shall be adjusted Shares subject to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Time multiplied by (B) the Exchange Ratio, which quotient Fixed Offer Price; and (ii) the exercise price per share of the Buyer Common Stock subject to such substituted Company Warrant shall be an amount equal to (A) the exercise price per Company Share subject to such Company Warrant in effect immediately prior to the Closing Time divided by (B) the Fixed Offer Price (rounded up to the nearest whole cent. Immediately thereafter but ) or (II) a number of units equal to (A) the number of Company Shares subject to such Company Warrant in effect immediately prior to the Effective Closing Time, each such unit comprised of that number of shares of Buyer Common Stock and CVRs equal to the Contingent Offer Price and (ii) the exercise price per such unit subject to such substituted Company Warrant issued and outstanding at shall be an amount equal to the exercise price per Company Share subject to such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised in effect immediately prior to such time in accordance with its terms either for Company Shares the Closing Time. If and to the extent necessary or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with required by the terms of the agreements governing the Company Warrants or pursuant to which the terms of any warrant agreement related thereto, each of the Buyer and the Company shall withhold a number request the consent of each holder of outstanding Company Ordinary Shares issuable upon such exercise in order Warrants to satisfy the exercise price applicable to foregoing treatment of such Company Warrants assuming a then price per share equal Warrants. The Company will provide any notice to warrantholders required under the Company Share Value (the “terms of each Company Warrant Exercise”). No Company Warrant shall survive in connection with the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectOffer.

Company Warrants. Immediately following the Pre-Closing Recapitalization but prior The Company will use its commercially reasonable efforts to the Effective Time, automatically and without any action on the part of any have each holder of such Company Warrants, the number warrants to purchase shares of Company Ordinary Shares Common Stock issued by the Company that were subject to such Company Warrant are unexpired and unexercised immediately prior to the Pre-Closing Recapitalization Acceptance Date (the “Warrants”) execute and excludingdeliver an agreement (each a “Warrant Amendment”), for in a form reasonably acceptable to Parent, obligating such holder to (i) surrender his or its Warrants upon the avoidance Acceptance Date, and (ii) receive upon the surrender of doubtsuch Warrant, in lieu of any Company Warrant that has been exercised prior Common Stock or other consideration, a payment in cash (subject to such time any applicable withholding or other Taxes required by Applicable Law to be withheld in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereofthis Agreement and without interest) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded of an amount equal to the nearest whole product of (A) the total number of sharesshares of Company Common Stock subject to such Warrants and (B) the excess, and if any, of the Per Share Amount over the exercise price per share of Company Common Stock subject to such Warrants (the “Warrant Consideration”). The Company shall pay on the Acceptance Date, to each Warrant holder executing a Warrant Amendment, the Warrant Consideration and Parent shall reimburse the Company on the Acceptance Date for all amounts so paid by the Company. From and after the Acceptance Date, any such Warrants held by holders who execute and deliver a Warrant Amendment shall no longer be outstanding, and such former holder thereof shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior entitled only to the Pre-Closing Recapitalization payment of the Warrant Consideration. Without limiting the foregoing, as soon as practicable after the date hereof, the Company shall take all necessary action under the Warrants to effectuate the actions contemplated by the Exchange Ratiothis Section 3.5 and, which quotient shall be rounded notwithstanding anything to the nearest whole centcontrary in this Agreement or otherwise applicable to any Warrant, payment may be withheld with respect to any holder of Warrants until such holder executes and delivers a Warrant Amendment. Immediately thereafter but prior The Company shall prepare and deliver to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance holders of doubt, Warrants any Company Warrant notices that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with are required by the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable be delivered to such Company Warrants assuming a then price per share equal to holders in connection with the Company Share Value (consummation of the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectTransactions.

Company Warrants. Immediately following At the Pre-Closing Recapitalization but Effective Time, each outstanding warrant to purchase shares of Company Common Stock (the "Company Warrants"), whether or not then exercisable, shall be assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement (each an "Assumed Warrant") shall continue to have, and be subject to, the same terms and conditions set forth in the applicable warrant immediately prior to the Effective TimeTime (including, automatically and without limitation, any action on repurchase rights), except that (i) each Assumed Warrant shall be exercisable (or shall become exercisable in accordance with its terms) for (A) that number of shares of Parent Common Stock equal to the part product of any holder of such Company Warrants, the number of shares of Company Ordinary Shares Common Stock that were subject to issuable upon exercise of such Company Assumed Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number Effective Time multiplied by the Exchange Ratio, which product shall be rounded down to the nearest whole number of sharesshares of Parent Common Stock and (B) in addition (I) if the First Milestone is achieved, an additional number of shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such Assumed Warrant immediately prior to the Effective Time multiplied by the First Contingent Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (II) if the Second Milestone is achieved, an additional number of shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such Assumed Warrant immediately prior to the Effective Time multiplied by the Second Contingent Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable only pursuant to clause (A) above upon exercise of such Assumed Warrant shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Assumed Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect was exercisable immediately prior to the Pre-Closing Recapitalization Effective Time by the Exchange Ratio, which quotient shall be rounded up to the nearest whole cent, and (iii) other than as set forth in the foregoing clause (ii), no additional exercise price shall be due or payable with respect to any shares of Parent Common Stock issued or issuable upon or on account of the exercise of such Assumed Warrant. Immediately thereafter but In the event that any Assumed Warrant is exercised, in whole or in part, prior to the achievement of the First Milestone and/or the Second Milestone, as the case may be, then, in the event that the First Milestone and/or the Second Milestone, as the case may be, is or are achieved following such exercise, Parent shall issue to the holder of such Assumed Warrant (for no additional consideration) that number of shares of Parent Common Stock that such holder of such Assumed Warrant would have been entitled to receive pursuant to clauses (B)(I) and/or (B)(II) above, as the case may be, if the portion of such Assumed Warrant that was exercised prior to the First Milestone Date and/or the Second Milestone Date, as the case may be, were exercised on the First Milestone Date and/or the Second Milestone Date, as the case may be. After the Effective Time, Parent shall issue to each Company holder of an outstanding Assumed Warrant issued and outstanding at a notice describing the foregoing assumption of such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Assumed Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectby Parent.

Company Warrants. Immediately following Unless the Pre-Closing Recapitalization but Buyer and the Company agree otherwise, the Company shall request that all holders of the Company Warrants exercise the Company Warrants prior to the Effective Closing Time. As of the effective time of a Post-Closing Reorganization satisfying the applicable provisions covering mergers, automatically and without any action on consolidations and/or other similar transactions of the part of any holder of such Company Warrants, if any, each remaining outstanding Company Warrant shall cease to represent 38 a right to acquire Company Shares and shall be converted automatically into a warrant to purchase either shares of Buyer Common Stock based on the number Fixed Offer Price or, to the extent the holder thereof makes an effective written election prior to the Closing Time, shares of Company Ordinary Shares that were Buyer Stock and CVRs based on the Contingent Offer Price (collectively, the "NEW BUYER WARRANTS") in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Company Warrant immediately prior to so substituted by the Pre-Closing Recapitalization (Buyer shall be subject to, and excludingexercisable upon, for the avoidance of doubt, any same terms and conditions as under the applicable Company Warrant and the applicable warrant agreement related thereto, except that has been exercised prior to such time in accordance with its terms either for (i) each substituted Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product Warrant shall be exercisable for, and represent the right to acquire, either (I) that number of shares of the Buyer Common Stock (rounded to the nearest whole share) equal to (A) the number of shares, and the exercise price per share of such Company Warrant shall be adjusted Shares subject to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization Time multiplied by (B) the Exchange Ratio, which quotient Fixed Offer Price; and (ii) the exercise price per share of the Buyer Common Stock subject to such substituted Company Warrant shall be an amount equal to (A) the exercise price per Company Share subject to such Company Warrant in effect immediately prior to the Closing Time divided by (B) the Fixed Offer Price (rounded up to the nearest whole cent. Immediately thereafter but ) or (II) a number of units equal to (A) the number of Company Shares subject to such Company Warrant in effect immediately prior to the Effective Closing Time, each such unit comprised of that number of shares of Buyer Common Stock equal to the Contingent Offer Price and (ii) the exercise price per such unit subject to such substituted Company Warrant issued and outstanding at shall be an amount equal to the exercise price per Company Share subject to such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised in effect immediately prior to such time in accordance with its terms either for Company Shares the Closing Time. If and to the extent necessary or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with required by the terms of the agreements governing the Company Warrants or pursuant to which the terms of any warrant agreement related thereto, each of the Buyer and the Company shall withhold a number request the consent of each holder of outstanding Company Ordinary Shares issuable upon such exercise in order Warrants to satisfy the exercise price applicable to foregoing treatment of such Company Warrants assuming a then price per share equal Warrants. The Company will provide any notice to warrantholders required under the Company Share Value (the “terms of each Company Warrant Exercise”). No Company Warrant shall survive in connection with the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectOffer.

Company Warrants. Immediately following the Pre-Closing Recapitalization but Each Company Warrant that is unexpired, unexercised and outstanding as of immediately prior to the Effective TimeTime shall be cancelled and extinguished, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to no such Company Warrant immediately prior shall be substituted with any equivalent warrant or right to the Pre-Closing Recapitalization (and excludingpurchase or otherwise acquire any Acquirer Common Stock or other Equity Interests of Acquirer. Upon cancellation thereof, for the avoidance of doubt, any each such Company Warrant that has been exercised prior an exercise price less than the Per Share Closing Total Value (each, an “In-the-Money Company Warrant”) shall be automatically converted into the right to such time receive, subject to and in accordance with its terms either for Section 1.4, (A) the Per Share Closing Warrant Consideration, plus (B) in the event any Excess Amount becomes payable to Company Shares or a cash payment Securityholders pursuant to Section 1.6(f), the portion of such Excess Amount payable in respect of such Company Warrant in accordance with this Agreement, plus (C) in the terms thereofevent any Milestone Payment becomes due to the Company Securityholders pursuant to Section 1.7, the portion of such Milestone Payment payable in respect of such Company Warrant in accordance with Section 1.7. Each Company Warrant that is not an In-the-Money Company Warrant (an “Out-of-the-Money Company Warrant”) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded cancelled and extinguished without consideration and without any present or future right to receive any portion of the Merger Consideration. If, however, after giving effect to any Excess Amount or Milestone Payment required to be paid to the nearest whole number Company Securityholders, as and when such payments are required to be made, any such Company Warrant that was an Out-of-the-Money Company Warrant at the Closing would no longer be an Out-of-the-Money Company Warrant (because the sum of shares, the Per Share Closing Total Value and such portion of the Excess Amount or Milestone Payment payable in respect of each share of Company Capital Stock into which such Company Warrant is exercisable is greater than the exercise price per share of such Company Warrant Warrant), then, as of the date of payment of such Excess Amount or Milestone Payment: (1) the holder thereof shall be adjusted eligible to an exercise price determined receive the amounts contemplated by dividing clauses (B) or (C) above, as applicable; and (2) the per share Securityholders’ Agent shall, based on the information provided in the Spreadsheet, recalculate all applicable amounts and each Company Securityholder’s Milestone Pro Rata Share (which recalculation shall include such former Out-of-the-Money Company Warrants in the Fully Diluted Company Capital Stock and shall take into account the aggregate exercise price of such Company Warrant in effect immediately prior to the Preformer Out-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically netof-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the the-Money Company Warrants pursuant and all prior distributions of Merger Consideration made to which Company Securityholders, and the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise resulting changes in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately amounts payable following the Company Warrant Exercise, each time such Company Warrant shall ceases to be terminated an Out-of-the-Money Company Warrant and shall becomes an In-the-Money Company Warrant to all Company Securityholders) and update the Spreadsheet or Milestone Payment Schedule, as applicable, and promptly provide or cause to be of no further force provided the updated Spreadsheet or effectMilestone Payment Schedule, as applicable, to Acquirer and Exchange Agent.

Company Warrants. Immediately following All outstanding Company Warrants shall be cancelled and converted into the Pre-Closing Recapitalization but right to receive a portion of the Merger Consideration as set forth in Section 2.6 above, with such cancellation to be effective immediately prior to the Effective Time, automatically and without any the Company shall promptly following the date of this Agreement (i) inform all affected holders of Company Warrants of the requirement to cause all of such Company Warrants to be cancelled and (ii) take all action on necessary to cause such Company Warrants to be amended so as to provide for such cancellation or obtain the part written consent and release of any each holder of such Company Warrants as to such cancellation, which such amendments, consents or releases shall be in form reasonably satisfactory to Parent and BV Sub. Notwithstanding the foregoing, if a holder of an outstanding Company Warrant executes and delivers the Convertible Securities Agreement , then BV Sub shall purchase such holder’s outstanding Company Warrants in lieu of each holder exercising such Company Warrants, at a purchase price equal to the number portion of Company Ordinary Shares that were subject the Merger Consideration otherwise payable to such holder had such holder exercised such Company Warrant into the underlying shares of Company Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each as set forth on the Final Merger Consideration Allocation Schedule. If a holder of an outstanding Company Warrant issued executes the Stockholder Support Agreement and BV Sub purchases such holder’s outstanding at Company Warrants as provided herein, such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) holder shall be automatically net-share exercised on considered to be a cashless basis into Company Ordinary Shares in accordance with the terms Participating Stockholder for all purposes of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number indemnification obligations of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effectParticipating Stockholders under Article IX.

Company Warrants. Immediately following As soon as practicable after the Pre-Closing Recapitalization but prior Agreement Date, the Buyer shall send or cause the Paying Agent to the Effective Time, automatically and without any action on the part of any send to each holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which (i) a letter of transmittal in the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value form attached hereto as Exhibit B-2 (the “Company Warrant ExerciseLetter of Transmittal”). No ) specifying that delivery shall be effected, and risk of loss and title to the applicable Company Warrant shall survive pass, only upon proper delivery of the Effective Time andapplicable Company Warrant, and (ii) instructions for surrendering the applicable Company Warrant in exchange for the applicable Merger Consideration payable in respect thereof. Upon surrender of the applicable Company Warrant for cancellation together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the Paying Agent shall pay the applicable holder of the Company Warrants the Company Common Warrant Net Merger Consideration or Company Preferred Warrant Net Merger Consideration in respect thereof, as of immediately following applicable, and the Company Warrant Exercise, each such so surrendered shall forthwith be canceled. No interest will be paid or accrued on any portion of the Company Warrant Merger Consideration payable to any holder of the Company Warrants. The Buyer shall be terminated instruct the Paying Agent to make payment of the foregoing consideration, for any holder of Company Warrants who has submitted a Company Warrant Letter of Transmittal duly executed, and shall be the related Company Warrant, prior to the Closing, by check or, if wire instructions have been provided, by same day wire transfer, as soon as practicable but in any event within one (1) Business Day after the Effective Time, and for all other holders of no further force or effectCompany Warrants, within two (2) Business Days following receipt by the Paying Agent of a Company Warrant Letter of Transmittal duly executed, and the related Company Warrant.

Company Warrants. Immediately following The Company will obtain from each Warrant Holder, promptly after the Predate of this Agreement, a surrender agreement in the form of Exhibit 2.12(b) (the “Warrant Surrender Agreement”) duly executed and delivered by such Warrant Holder (which agreement may be conditioned upon shareholder approval and the consummation of the Merger). Notwithstanding the foregoing, in the event that the Company does not so obtain from each Warrant Holder a Warrant Surrender Agreement and either (i) the Parent and/or the Purchaser specifically waive their rights under this Section 2.12 or (ii), even in the absence of such specific waiver, the Closing is consummated, Parent and Purchaser shall have no claim under this Agreement, including, without limitation, the indemnification provisions in Article 10 or any other legal theory in connection with the failure to obtain such Warrant Surrender Agreement. At the Effective Time, each then outstanding Company In-Closing Recapitalization but prior the-Money Warrant shall be canceled and shall represent the right to receive the Warrant Consideration payable as set forth below and in accordance with Section 2.13, less any required withholding taxes. No outstanding Company In-the-Money Warrant, the holder of which has not duly executed and delivered to the Parent or Surviving Corporation a Warrant Surrender Agreement in accordance with this Section 2.12 hereof, will be entitled to receive any portion of the Warrant Consideration until such holder duly executes and delivers to the Surviving Corporation a Warrant Surrender Agreement; at which time each then outstanding Company In-the-Money Warrant held by such holder shall be canceled, net to the holder of any deductions set forth herein, payable to the holder thereof as set forth herein, without any interest thereon, less any required withholding taxes. The Warrant Consideration shall be paid as follows to each Warrant Holder: (i) at the Effective Time, an amount in cash equal to the Per Share Warrant Consideration multiplied by the Cash Percentage (the aggregate amount of such payments referred to herein as the “Warrant Holder Cash Allocation”); (ii) at the Effective Time, (1) a number of shares of USI Common Stock with a value based on the Parent Stock Valuation equal to the Per Share Warrant Consideration multiplied by the Stock Percentage (the aggregate amount of such payments referred to herein as the “Warrant Holder Stock Allocation”), and (2) an amount of Note Payment rights in the Warrant Holder Note equal to the Initial Warrant Note Payment (the aggregate amount of such payments referred to herein as the “Warrant Holder Note Allocation”) and (iii) subsequent to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment Section 2.9(d), an amount of Note Payment Rights in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share Holder Escrow Note equal to the Company Share Value Subsequent Warrant Payment (the aggregate amount of such payments referred to herein as the “Company Warrant ExerciseHolder Escrow Note Allocation”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.