Common use of Company Warrants Clause in Contracts

Company Warrants. Subject to the terms and conditions of this Agreement, at the Effective Time, each In-The-Money Company Warrants that is issued and outstanding 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 (A) a number of shares of Acquiror Common Stock on a cashless basis equal to the product of (i) the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the quotient of (I) the product of the exercise price for such In-The-Money Company Warrant multiplied by the Equity Consideration Ratio divided by (II) the Acquiror Stock Price and (B) an amount of cash equal to the product of (i) the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the product of the exercise price for such In-The-Money Company Warrant multiplied by the Cash Consideration Ratio. The number of shares of Acquiror Common Stock each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest whole share and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The amount of cash each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest cent and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The preceding provisions of this Section 2.1(b)(xi) are subject to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights) and Section 2.4 (regarding the withholding of Escrow Shares).

Company Warrants. Subject to the terms and conditions of this Agreement, at the First Effective Time, each In-The-Money Company Warrants Warrant that is issued issued, outstanding, vested and outstanding exercisable immediately prior to the First Effective Time shall, by virtue of the Merger shall be terminated and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be automatically converted into and represent the right to receive receive, with respect to each share of Company Common Stock subject to such Company Warrant, subject to and in accordance with Section 1.1(c), (A) a number an amount of cash (without interest) equal to the Per Share Closing Cash Amount less the exercise price per share attributable to such Company Warrant, (B) an amount of shares of Acquiror Common Stock on a cashless basis equal to the product of Per Share Closing Share Amount, (i) the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the quotient of (I) the product of the exercise price for such In-The-Money Company Warrant multiplied by the Equity Consideration Ratio divided by (II) the Acquiror Stock Price and (BC) an amount of cash (without interest), upon distribution of the Top-Up Cash Consideration and subject to Section 1.9(b) and Article VIII, equal to the product of Per Share Top-Up Cash Amount (isubject to adjustment as provided in Section 1.9(b)), (D) the number an amount of shares of Company Capital Stock Acquiror Common Stock, upon release of the Escrow Shares and subject to Article VIII and the Escrow Agreement, equal to the Per Share Escrow Share Amount, and (E) an amount of shares of Acquiror Common Stock, upon distribution of the Total Top-Up Shares and subject to Section 1.9(b), equal to the Per Share Top-Up Share Amount (subject to adjustment as provided in Section 1.9(b)); provided, however, that the Surviving Entity and Acquiror shall be entitled to deduct and withhold from such In-The-Money payment made to the holder of a Company Warrant multiplied by (ii) the difference amount of (1) the Common Equity Conversion Number less (2) the product withholding for Taxes required to be deducted and withheld as a result of the exercise price for such In-The-Money Company Warrant multiplied transactions contemplated by the Cash Consideration Ratiothis Section 1.9(a)(v). The number of shares of Acquiror Common Stock each Company Warrantholder is entitled to receive for the In-The-Money shares of Company Common Stock subject to Company Warrants held by such Company Shareholder Warrantholder shall be rounded down to the nearest whole share and computed after aggregating all In-The-Money shares of Company Warrants Common Stock that are subject to a particular Company Warrant held by such Company Warrantholder. The amount of cash each Company Warrantholder is entitled to receive for the In-The-Money shares of Company Common Stock subject to Company Warrants held by such Company Shareholder Warrantholder shall be rounded down to the nearest cent and computed after aggregating cash amounts for all In-The-Money shares of Company Warrants Common Stock represented by a particular Company Warrant held by such Company Warrantholder. The preceding provisions All Company Warrants shall, by virtue of this Section 2.1(b)(xi) are subject to the provisions First Merger and without the need for any further action on the part of Section 2.1(g) (regarding the continuation of vesting holder thereof, be cancelled and repurchase rights) and Section 2.4 (regarding extinguished at the withholding of Escrow Shares)First Effective Time.

Company Warrants. Subject (i) Immediately prior to the terms and conditions of this Agreement, at the Effective Time, each In-The-Money Company Warrants Warrant that is issued and outstanding as of immediately prior to the Effective Time shalland that has a per share exercise price that is less than the per share consideration payable with respect to the applicable class of shares to which the relevant Company Warrant is exercisable as set forth on the Consideration Spreadsheet (each such Company Warrant an “In-the-Money Company Warrant”), will be cancelled and, in exchange therefor, each former holder of any such cancelled In-the-Money Company Warrant (each a “In-the-Money Company Warrantholder”) will be entitled to receive, in consideration of such cancelled In-the-Money Company Warrant and in full settlement therefor (subject to compliance with Section 3.05 by virtue such In-the-Money Company Warrantholder), (i) the applicable portion of the Merger and without Aggregate Closing Consideration payable to such In-the-Money Company Warrantholder as set forth in the need for any further action on the part of the holder thereof (except Consideration Spreadsheet, which shall be calculated as expressly provided herein), be converted into and represent the right to receive (A) a number of shares of Acquiror Common Stock on a cashless basis equal to the product of (iA) the aggregate number of Ordinary Shares or Preferred Shares for which such In-the-Money Company Warrant is exercisable immediately prior to the Effective Time multiplied by (B) the excess, if any, of the per share consideration payable with respect to the applicable class of shares of to which the relevant Company Capital Stock subject Warrant is exercisable as set forth on the Consideration Spreadsheet over the exercise price per Ordinary Share or Preferred Share applicable to such In-Thethe-Money Company Warrant multiplied by immediately prior to the Effective Time, and (ii) the difference of (1) the Common Equity Conversion Number less (2) the quotient of (I) the product of the exercise price for such In-Thethe-Money Company Warrant multiplied by the Equity Consideration Ratio divided by Warrantholder’s Pro Rata Share of distributions, if any, of (IIA) the Acquiror Stock Price and Adjustment Escrow Fund pursuant to Section 3.04(b), (B) an amount of cash equal the Indemnity Escrow Fund pursuant to the product of Section 10.05, (iC) the number of shares of Company Capital Stock subject Securityholder Expense Fund pursuant to such In-The-Money Company Warrant multiplied by Section 11.01, (iiD) the difference Sales Milestone Consideration pursuant to Section 3.06 and (E) any amounts payable as a result of (1) the Common Equity Conversion Number less (2) the product of the exercise price for such Inany post-The-Money Company Warrant multiplied by the Cash Consideration Ratio. The number of shares of Acquiror Common Stock each Company Warrantholder is entitled Closing adjustment made pursuant to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest whole share and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The amount of cash each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest cent and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The preceding provisions of this Section 2.1(b)(xi) are subject to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights) and Section 2.4 (regarding the withholding of Escrow Shares3.04(b).

Company Warrants. Subject In relation to each Company Warrant: (i) exercised as of immediately prior to the terms Closing, the Company Shares issued pursuant to such Company Warrant will be sold, at Closing, to the Buyer in exchange for (i) (A) an amount in cash equal to the Per Share Cash Consideration Amount minus (B) the per share exercise price, (ii) the contingent right to receive all or a portion of the Per Share Escrow Amount and conditions of the Per Share Expense Fund Amount (as provided in this Agreement and the Escrow Agreement, at the Effective Time, each In-The-Money Company Warrants that is issued respective times and subject to the contingencies specified herein and therein) in accordance with the Allocable Percentages on the Consideration Spreadsheet and (iii) the Per Share Stock Consideration Amount; and (ii) outstanding (and not exercised) as of immediately prior to the Effective Time shall, by virtue Closing will be transferred to the Buyer (pursuant to an instrument of transfer in a form agreed between the Merger Company and without the need Buyer (acting reasonably)) in return 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 at the Closing for each Company Share underlying such Company Warrant (i) (A) a number of shares of Acquiror Common Stock on a cashless basis an amount in cash equal to the product of Per Share Cash Consideration Amount minus (iB) the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by per share exercise price, (ii) the difference contingent right to receive all or a portion of the Per Share Escrow Amount and the Per Share Expense Fund Amount (1as provided in this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein) in accordance with the Allocable Percentages on the Consideration Spreadsheet and (iii) the Common Equity Conversion Number less Per Share Stock Consideration Amount. (2iii) the quotient of (I) the product of An amount equal to the exercise price for such In-The-Money per share in respect of the Company Warrant multiplied Warrants will be remitted, by the Equity Consideration Ratio divided by (II) the Acquiror Stock Price and (B) an amount of cash equal Exchange Agent, to the product of (i) Company from the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the product of the exercise price for such In-The-Money Company Warrant multiplied by the Closing Date Cash Consideration RatioPayment. The number of shares of Acquiror Common Stock each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest whole share and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The amount of cash each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest cent and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The preceding provisions of this Section 2.1(b)(xi) are subject to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights) and Section 2.4 (regarding the withholding of Escrow Shares).7

Company Warrants. Subject to the terms and conditions of this Agreement, at 4. At the Effective Time, each In-The-Money Company Warrants that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on by any party or any holder of Company Warrants, (a) each Common Stock Warrant outstanding as of immediately prior to the part of the Effective Time shall be canceled, and each holder thereof (except as expressly provided herein)shall cease to have any rights with respect thereto, be converted into and represent other than the right to receive 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, (A) a number of shares of Acquiror Common Stock on a cashless basis an amount in cash, without interest, equal to the product of (i) the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the quotient of (I) the product excess of the exercise price for such In-The-Money Company Warrant multiplied by Per Common Equivalent Cash Consideration over the Equity Consideration Ratio divided by (II) the Acquiror Stock Applicable Exercise Price and (B) the Per Common Equivalent Stock Consideration (such cash and Parent Common Stock, together, the “Per Share Common Warrant Consideration”) (b) each Preferred 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 Preferred Stock that would be obtainable upon exercise of such Preferred Stock Warrant as of immediately prior to the Effective Time, (A) an amount of cash in cash, without interest, equal to the product excess of the Per Preferred Share Cash Consideration over the Applicable Exercise Price and (iB) the number of shares of Company Capital Per Preferred Share Stock subject Consideration CONFIDENTIAL TREATMENT REQUESTED (such cash and Parent Common Stock, together, the “Per Share Preferred Warrant Consideration”, and together with the Per 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 reduced by such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the product Holder’s Pro Rata Portion of the exercise price for such In-The-Money Company Warrant multiplied by the Cash Consideration Ratio. The number of shares of Acquiror Common Stock each Company Warrantholder is entitled Escrow Amount to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down withheld pursuant to the nearest whole share and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The amount of cash each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest cent and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The preceding provisions of this Section 2.1(b)(xi) are subject to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights) and Section 2.4 (regarding the withholding of Escrow Shares2.07).

Company Warrants. Subject to the terms and conditions of this Agreement, at At the Effective Time, each In-Thethe-Money Company Warrants that is issued and Warrant outstanding immediately prior to the Effective Time shall, by virtue of the Merger shall be cancelled and without the need for any further action on the part of the holder thereof (except as expressly provided herein), extinguished and be converted automatically into and represent the become a right to receive at the times specified in this Agreement from the Surviving Corporation (Aa) a number of shares of Acquiror Common Stock on a cashless basis cash in an amount equal to the product of (i) the number of shares of Company Capital Common Stock subject to for which such In-Thethe-Money Company Warrant is exercisable multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the quotient of (I) the product excess of the Closing Date Per Share Cash Consideration, if any, over the per share exercise price for of such In-Thethe-Money Company Warrant multiplied by Warrant, plus (b) a number of shares of the Equity Consideration Ratio divided by (II) the Acquiror Parent Common Stock Price and (B) an amount of cash equal to the product of (i) the number of shares of Company Capital Common Stock subject to for which such In-Thethe-Money Warrant is exercisable multiplied by (ii) an amount equal to (x) the Closing Date Per Share Equity Consideration multiplied by (y) an amount equal to (1) the value of the Closing Date Per Share Equity Consideration (based on the Parent Share Value), minus the excess of the per share exercise price of such In-the-Money Warrant, if any, over the Closing Date Per Share Cash Consideration divided by (2) the value of the Closing Date Per Share Equity Consideration (based on the Parent Share Value), plus (c) (when and if payable) cash in an amount equal to (i) the number of shares of Company Common Stock for which such In-the-Money Warrant is exercisable multiplied by (ii) the difference Additional Per Share Consideration, if any, in all instances less any applicable Taxes deducted or withheld pursuant to Section 2.16. The amounts described in this Section 2.10 shall be deemed to have been paid in full satisfaction of (1) the Common Equity Conversion Number less (2) the product of the exercise price for all rights pertaining to such In-Thethe-Money Company Warrant multiplied by the Cash Consideration Ratio. The number of shares of Acquiror Common Stock each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest whole share and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The amount of cash each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest cent and computed after aggregating all In-The-Money Company Warrants held by such Company Warrantholder. The preceding provisions of this Section 2.1(b)(xi) are subject to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights) and Section 2.4 (regarding the withholding of Escrow Shares)Warrants.

Company Warrants. Subject to (i) On the terms and subject to the conditions of this Agreement, at the Effective TimeClosing, each outstanding Company Warrant that is In-Thethe-Money Company Warrants that is issued and outstanding immediately prior to the Effective Time shall, held 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), Suitable Investor shall be converted into and represent the right to receive receive, subject to and in accordance with Section 1.5, (A) a an amount in cash equal to the Per Share Accredited Cash Consideration and (B) number of shares of Acquiror Acquirer Common Stock on a cashless basis equal to the product Per Share Accredited Stock Consideration; provided that the per share exercise price of such Company Warrant that is In-the-Money shall be deducted from the overall value of (iA) and (B). No fractional shares of Acquirer Common Stock will be issued and no cash in lieu of fractional shares of Acquirer Common Stock shall be paid in connection with the Merger. The total amount payable to the Company Warrantholders pursuant to this Section 1.4(c)(i) shall be referred to as the “Warrant Consideration.” The payment of Warrant Consideration shall be subject to the execution and delivery of a Warrant Termination Agreement. The amount of cash and the number of shares of Acquirer Common Stock payable to Company Capital Stock subject Warrantholder pursuant to such In-The-Money Company Warrant multiplied by (iithis Section 1.4(c)(i) the difference of (1) the Common Equity Conversion Number less (2) the quotient of (I) the product of the exercise price for such In-The-Money Company Warrant multiplied by the Equity Consideration Ratio divided by (II) the Acquiror Stock Price and (B) an amount of cash equal to the product of (i) the number of shares of Company Capital Stock subject to such In-The-Money Company Warrant multiplied by (ii) the difference of (1) the Common Equity Conversion Number less (2) the product of the exercise price for such In-The-Money Company Warrant multiplied by the Cash Consideration Ratio. The number of shares of Acquiror Common Stock each Company Warrantholder is entitled to receive for the In-The-Money Company Warrants held by such Company Shareholder shall be rounded down to the nearest whole share cent and up to the nearest whole share, respectively, and computed after aggregating cash amounts and shares of Acquirer Common Stock for all In-The-Money Company Warrants held by such Company Warrantholder. The amount of cash each A Company Warrantholder is who would otherwise be entitled to receive for a fraction of a share of Acquirer Common Stock shall receive a reduction to the In-The-Money Company Warrants held by cash consideration otherwise payable to such Company Shareholder shall be Warrantholder pursuant to this Section 1.4(c)(i) equal to the product obtained by multiplying (A) (i) one minus (ii) such fraction by (B) the Acquirer Stock Price, rounded down to the nearest cent and computed after aggregating all whole cent. At the Closing, each outstanding Company Warrant that is not In-Thethe-Money Company Warrants held by such Company Warrantholder. The preceding provisions shall, without any further action on the part of this Section 2.1(b)(xi) are subject any holder thereof, expire and be cancelled and extinguished without any present or future right to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights) and Section 2.4 (regarding the withholding of Escrow Shares)receive any consideration therefor.