definiens: means an amount in cash equal to ( i ) theproduct of ( p ) the Per Share Stock Consideration with respect to the Company Options, multiplied by(q ) the aggregate number of Company Common Shares underlying the Company Options outstandingimmediately prior to the Effective Time, multiplied by ( r ) the Parent Trading Price, plus ( ii ) the productof ( x ) the Per Share Cash Payment, multiplied by ( y ) the aggregate number of Company CommonShares underlying the Company Options outstanding immediately prior to the Effective Time, minus(iii ) the Aggregate Company Option Exercise Price . ” ( c ) The definition of in Section 1.1 of the Merger Agreement ishereby amended and restated in its entirety as follows : means a number of shares of validly issued, fully paidand non - assessable Parent Common Stock, equal to 62,500,000 ( which represents the number ofshares of Parent Common Stock to be issued to holders of Company Shares outstanding as ofimmediately prior to the Effective Time ) . ” ( d ) The definition of in Section 1.1 of the Merger Agreement ishereby amended and restated in its entirety as follows : means the aggregate portion of the following payments thatwould be reallocated to Stockholders in respect of their shares of Company Capital Stock pursuant toSection 5.2(a)(iii)(B ), assuming for this purpose that, immediately following the Effective Time, allUnvested Company Options are forfeited prior to vesting : ( i ) the portion of all Milestone Paymentspayable to holders of Unvested Company Options ( assuming that all Milestone Payments are madein full ) ; ( ii ) the amount deposited into the Escrow Fund and payable to holders of Unvested CompanyOptions ( assuming for this purpose that the entirety of such amount is released to the Holders);(iii ) the portion of the Stockholder Representative Expenses Holdback Amount payable to holders ofUnvested Company Options ( assuming for this purpose that the entire Stockholder RepresentativeExpenses Holdback Amount is released to the Holders ) ; and ( iv ) the amount in cash that wasattributable to Unvested Company Options at the Closing ( determined in accordance with the secondsentence of Section 5.2(a)(iii)(B ) ) . ” ( e ) The definition of in Section 1.1 of the Merger Agreement is hereby amended andrestated in its entirety as follows : means, in each case, when, if and to the extent payable hereunder and withoutduplication, ( i ) each of the Milestone Payments ( together with any Milestone Interest in respect oflate Milestone Payments due and payable in accordance with Section 7.13(c ) ), ( ii ) the EscrowRelease Amounts, ( iii ) the Holdback Distribution Amounts, and ( iv ) any amounts that are reallocatedto Holders pursuant to Section 5.2(a)(iii)(B ) ( and the corresponding provisions of Section 5.3(g),Section 9.7(l ) and Section 11.4(a ) ) . ” ( f ) The definition of in Section 1.1 of the Merger Agreement ishereby amended and restated in its entirety as follows : means either : ( a ) if the Unprorated Aggregate Stock Consideration is equal to or greater than the Aggregate StockMerger Consideration, the Default Cash Election Amount ; or ( b ) if the Unprorated Aggregate Stock Consideration is less than the Aggregate Stock MergerConsideration, 2 ( i ) an amount in cash equal to the quotient of ( w ) ( 1 ) the Aggregate Closing Cash Paymentminus, ( 2 ) the Aggregate Company Option Closing Cash Amount, minus, ( 3 ) the aggregateamount of cash payable with respect to Company Shares for which the Standard Election ismade, minus, ( 4 ) the aggregate amount of cash payable with respect to Company Sharesheld by Persons who are not Accredited Investors, divided by ( x ) the Number of CashElections made by holders of Company Shares that are Accredited Investors ; and ( ii ) a number of validly issued, fully paid and non - assessable shares of Parent CommonStock equal to the quotient of ( y ) ( 1 ) the Aggregate Stock Merger Consideration, minus,(2 ) the aggregate number of shares of Parent Common Stock issuable with respect toCompany Shares for which the Stock Election is made, minus, ( 3 ) the aggregate number ofshares of Parent Common Stock issuable with respect to Company Shares for which theStandard Election is made, divided by ( z ) the Number of Cash Elections made by holders ofCompany Shares that are Accredited Investors . ” ( g ) The definition of in Section 1.1 of the Merger Agreement is herebyamended and restated in its entirety as follows : means an amount in cash equal to the quotient of ( i ) the sum of ( x ) theAggregate Closing Cash Payment and ( y ) the Aggregate Company Option Exercise Price, divided by(ii ) the total number of Fully Diluted Shares ; provided, that for purposes of any calculations withrespect to outstanding Company Shares ( including Company Shares issuable upon exercise ofWarrants ), shall mean an amount in cash equal to the quotient of(i ) ( x ) the Aggregate Closing Cash Payment minus ( y ) the Aggregate Company Option Closing CashAmount divided by ( ii ) the difference of ( p ) the total number of Fully Diluted Shares less ( q ) theaggregate number of Company Common Shares underlying the Company Options outstandingimmediately prior to the Effective Time . ” ( h ) The definition of in Section 1.1 of the Merger Agreement is herebyamended and restated in its entirety as follows : means, with respect to each Company Share that is not anExcluded Share, the right to receive the number of shares of validly issued, fully paid and non - assessable Parent Common Stock equal to the quotient of ( i ) the Aggregate Stock MergerConsideration, divided by ( ii ) the total number of Fully Diluted Shares ; provided, that for purposes ofany calculations with respect to outstanding Company Shares ( including Company Shares issuableupon exercise of Warrants ), clause ( ii ) of this definition shall exclude the aggregate number ofCompany Common Shares underlying the Company Options outstanding immediately prior to theEffective Time . ” 3 ( i ) The definition of in Section 1.1 of the Merger Agreement ishereby amended and restated in its entirety as follows : means an amount equal to the product of ( i ) the AggregateStock Merger Consideration multiplied by ( ii ) Parent Common Stock Tax Price . ” ( j ) Section 1.1 of the Merger Agreement is hereby amended by inserting the following additional definedterms ( in appropriate alphabetical order ): means, with respect to any payment to be made hereunder toformer holders of Vested Company Options, any former holder of Vested Company Options whowould not be subject to tax withholding under applicable Law with respect to such payment . ” means, collectively, ( i ) each former holder of Vested CompanyOptions who is a current or former employee of the Company and ( ii ) with respect to any payment tobe made hereunder to former holders of Vested Company Options, any other former holder of VestedCompany Options who would be subject to tax withholding under applicable Law with respect to suchpayment . ” ( k ) Section 3.1 of the Merger Agreement is hereby amended by ( i ) deleting the word at the end ofSection 3.1(f ), ( ii ) replacing the period ( ) at the end of Section 3.1(g ) with, and ( iii ) adding the following as newSection 3.1(h ): “ ( h ) the Company shall deliver, or cause to be delivered, to Parent each of items set forth onAnnex G, in each case, in form and substance reasonably satisfactory to Parent . “ ( l ) Section 3.2 of the Merger Agreement is hereby amended by ( i ) deleting the word at the end ofSection 3.2(e ), ( ii ) replacing the period ( ) at the end of Section 3.2(f ) with, and ( iii ) adding the following as newSection 3.2(g ): “ ( g ) pursuant to Section 9.7(k ), Parent shall deliver, or cause to be delivered, to the Company thecounterpart to the joint written notice required pursuant to Section 4(c)(iv ) of the Escrow Agreement, duly executed by Parent ( and Parent hereby agrees that such signature is irrevocable upon delivery ) . ” ( m ) Section 3.2(d ) of the Merger Agreement is hereby amended and restated in its entirety as follows : “ pursuant to Section 5.5(a ), Parent shall deposit with the Paying Agent, for the benefit of theStockholders, ( i ) an amount in cash equal to the sum of ( w ) the Aggregate Closing Cash Payment, plus ( x ) the aggregate Fractional Share Cash Amounts, minus ( y ) the Aggregate Company OptionClosing Cash Amount, plus ( z ) the aggregate Per Company Option Closing Payments payable withrespect to 4 the Vested Company Options held by Exempt Vested Option Holders, and ( ii ) the aggregate numberof shares of Parent Common Stock constituting the Aggregate Stock Merger Consideration(collectively, the ) ; ” ( n ) Section 5.2(a)(ii ) of the Merger Agreement is hereby amended and restated in its entirety as follows : “ Vested Company Options