146/264 for the RSUs to fully vest: (i) the six­month anniversary of an initial public offering (which, as noted above, will not occur in connection with this registration), (ii) a change in control, and (iii) September 1 of the third year following the date of grant, subject to the holder’s continued employment through such date. If one of such events or dates occurs prior to final time­vesting of an award of RSUs, then the RSUs will continue to be subject to time­vesting following such event or date, and will fully vest upon the final time­vesting date. The RSUs are settled in ordinary shares on or as soon as reasonably practicable (but no later than 30 days) following full vesting, subject to payment by the holder of the nominal value per share. The plans provide for other potential adjustments to the RSUs in the event of corporate transactions. If the holder commits a material breach of the terms and conditions governing RSUs or any shareholder agreement, we may cancel the unvested RSUs. All unvested RSUs will be forfeited upon any termination of employment. On certain occasions we also grant RSUs to individuals who become employees through acquisitions, with varying vesting schedules. Our board of directors approved a RSU program for 2018 with substantially the same terms as described above, except that the RSUs fully vest on each of the first five anniversaries of the date of grant, subject to the holder’s continued employment with us. We intend to amend all our existing employee RSU programs in connection with this registration to align the programs with being a public company. The amendments will not materially adversely affect any of the outstanding holders and will include updates related to securities law compliance and settlement through electronic platforms. Restricted Stock In connection with a recent acquisition, we issued restricted stock to certain employees of the target. Of each such grant of restricted stock, one­third will vest on the second anniversary of the closing of such transaction, and the remaining two­thirds will vest on the third anniversary of such closing, subject, in each case, to the employee’s continued employment through such vesting date. The award agreement provides for potential adjustments to the restricted stock in the event of corporate transactions. Upon certain terminations prior to an applicable vesting date, we have the right, but not the obligation, to acquire the unvested restricted stock at an agreed upon price per share. Warrants On October 17, 2016, Mr. Ek purchased, through D.G.E. Investments, an entity indirectly wholly owned by him, 3,200,000 non­compensatory warrants in the Company, pursuant to a subscription agreement. Each warrant was purchased for $5.76. The terms and conditions for the warrants provide that D.G.E. Investments may purchase the ordinary shares underlying the warrants for $50.61 per share at any time prior to October 17, 2019. On July 13, 2017, Mr. Ek purchased, through D.G.E. Investments, 1,600,000 non­compensatory warrants in the Company, pursuant to a subscription agreement. Each warrant was purchased for $6.23, the then­current fair market value per share. The terms and conditions for the warrants provide that D.G.E. Investments may purchase the ordinary shares underlying the warrants for $89.73 per share at any time prior to July 13, 2020. The warrants are subject to adjustment upon certain corporate events. Compensation Tables Unless specifically set forth in this section captioned, “Compensation Tables,” the discussion herein regarding executive compensation gives effect to the Share Split, which we expect to effectuate prior to the effectiveness of the Registration Statement. 139