Common use of Company Options and Warrants Clause in Contracts

Company Options and Warrants. (a) At the Effective Time, by virtue of the Merger, all outstanding and unexpired options (regardless of whether or not such options have vested) (the “Options”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the “Option Plans”), shall be cancelled and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal to the product of (x) the number of Shares previously subject to such Option and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary prior to the Effective Time to terminate all Option Plans so that on and after the Effective Time no current or former employee, director, consultant, or other person shall have any option to purchase shares of Company common stock or any other equity interests in the Company under any Option Plan. (b) At the Effective Time, by virtue of the Merger, all outstanding and unexpired warrants to purchase Shares (the “Warrants”) shall be cancelled and each holder of a cancelled Warrant shall be entitled to receive, in consideration for the cancellation of such Warrant, an amount in cash equal to the product of (x) the number of Shares previously subject to such Warrant and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Warrant (such payment to be net of taxes and other amounts required by law to be withheld with respect to such Warrant), payable to such holder, without interest thereon, upon surrender of the certificate or other document evidencing such Warrant to the Surviving Corporation. Delivery of any cash payment under this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and interest in and to such holder’s Warrants.

Company Options and Warrants. (a) At the Effective Time, each outstanding Company Option, whether vested or unvested, shall be assumed by virtue of the MergerParent upon the terms and subject to the conditions set forth in this Agreement. Each Company Option so assumed by Parent under this Agreement shall continue to have, all outstanding and unexpired options be subject to, the same terms and conditions (regardless of whether or not including the terms and conditions set forth in the Company Stock Plan under which it was granted and the applicable stock option agreement) as are in effect immediately prior to the Effective Time, except that (i) such options have vested) Company Option shall be issued under Parent’s 2004 Stock Incentive Plan (the “OptionsParent 2004 Plan”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan ; (collectively, the “Option Plans”), shall be cancelled and each holder of a cancelled ii) such Company Option shall be entitled to receive, in consideration exercisable for the cancellation that number of such Option, an amount in cash (the “Cash Amount”) whole shares of Parent Common Stock equal to the product (rounded to the nearest whole number of (xshares of Parent Common Stock) of the number of Shares previously shares of Company Common Stock subject to such Option and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary option immediately prior to the Effective Time and the Exchange Ratio, (iii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option shall be equal to terminate all Option Plans so that on and after the quotient (rounded to the nearest whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time no current by the Exchange Ratio and (iv) the terms and conditions of such Company Option shall be subject to any changes thereto in connection with or former employee, director, consultant, or other person shall have any option to purchase shares resulting from consummation of Company common stock or any other equity interests the Merger described in Section 2.5(b) of the Company under any Option PlanDisclosure Letter. (b) At the Effective Time, by virtue of the Merger, all outstanding and unexpired warrants to purchase Shares (the “Warrants”) Company Warrants shall be cancelled assumed by Parent upon the terms and each holder of a cancelled subject to the conditions set forth in this Agreement. Each Company Warrant so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions as are in effect immediately prior to the Effective Time, except that (i) such Company Warrant shall be entitled to receive, in consideration exercisable for the cancellation that number of such Warrant, an amount in cash whole shares of Parent Common Stock equal to the product (rounded to the nearest whole number of (xshares of Parent Common Stock) of the number of Shares previously shares of Company Common Stock subject to such Warrant warrant immediately prior to the Effective Time and the Exchange Ratio, and (yii) the excess, if any, per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Warrant shall be equal to the Merger Price over quotient (rounded to the nearest whole cent) obtained by dividing the exercise price per Share previously share of Company Common Stock at which such warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio. To the extent that any warrants set forth in Section 4.3(b)(i) of the Company Disclosure Letter (the “Other Warrants”) are reinstated either before or after the Effective Time, the Other Warrants, if they are then still exercisable, shall be subject to such Warrant the provisions of this Section 2.5(b). (such payment c) Parent shall file with the SEC, no later than 15 days after the Effective Time, a registration statement on Form S-8, if available for use by Parent, relating to be net of taxes and other amounts required by law to be withheld with respect to such Warrant), payable to such holder, without interest thereon, upon surrender the exercise of the certificate or other document evidencing such Warrant to Company Options assumed by Parent in accordance with Section 2.5(a) and the Surviving Corporation. Delivery shares of any cash payment Parent Common Stock issuable thereunder in connection with the Parent 2004 Plan. (d) Parent and the Company shall take all action that may be necessary (under this Section 2.09(bthe Parent 2004 Plan, the Company Stock Plan, the terms of the Company Warrants and otherwise) to a holder effectuate the provisions of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, Sections 2.5(a) and interest in and to such holder’s Warrants(b).

Company Options and Warrants. (a) At Section 2.2.1 The Company will take all actions necessary such that, at the Effective Time, by virtue all employee or director options to purchase shares of the Merger, all Company Common Stock that are outstanding and unexpired options (regardless of whether or not such options have vested) (the “Options”), including all options granted pursuant unexercised immediately prior to the Company’s 1990 Stock Option PlanEffective Time (each, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the a “Option Plans”), shall be cancelled and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Company Option, an amount in cash (the “Cash Amount”) will cease to represent options to purchase Company Common Stock and will be converted automatically into options to purchase Parent Common Stock; provided, however, that Company Options will be converted such that: (i) the number of shares of Parent Common Stock purchasable upon exercise of each Company Option will equal to the product of (x) the number of Shares previously subject to such shares of Company Common Stock that were purchasable under the Company Option immediately before the Effective Time and (y) the excessMerger Consideration, if any, of rounded to the Merger Price over nearest whole share; and (ii) the per share exercise price for each Company Option will equal the quotient of (x) the per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the share exercise price of any the Company Option equals or exceeds in effect immediately before the Effective Time divided by (y) the Merger PriceConsideration, rounded to the Cash Amount therefor shall be zeronearest cent. Effective as of At the Effective Time, all Parent will assume each Company Option Plans shall terminate as so converted. At the Effective Time, Parent will assume each of the plans set forth in Section 2.2.1 of the Company Disclosure Schedule (the “Company Stock Plans”). Section 2.2.2 Notwithstanding the foregoing, (i) the exercise price and the Company shall take all action, including any necessary amendments number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with any applicable requirements of Section 409A of the Code and (ii) in the case of any Company Option Plansto which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as is are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time (after giving effect to terminate all Option Plans so that on any rights resulting from the Merger and after the other transactions contemplated under this Agreement pursuant to the Company Stock Plans, the applicable award agreements thereunder and any applicable change in control agreement, including any right to vesting or acceleration). Section 2.2.3 Unless purchased by the Company or Parent at or prior to the Effective Time no current or former employeeTime, directorthe warrant issued to the United States Department of Treasury (“UST”) on December 12, consultant, or other person shall have any option 2008 with respect to purchase 1,757,812.5 shares of Company common stock or any other equity interests in Common Stock (the Company under any Option Plan. (b) At the Effective Time“TARP Warrant”), by virtue of the MergerMerger and without any action on the part of the holder thereof, all outstanding and unexpired warrants cease to represent a warrant to purchase Shares Company Common Stock and will be converted automatically into a warrant to purchase Parent Common Stock (the “WarrantsParent Warrant”) shall be cancelled in accordance with the terms of the TARP Warrant and each holder of a cancelled Warrant shall be entitled with such adjustments to receive, in consideration for the cancellation of such Warrant, an amount in cash equal to the product of (x) the number of Shares previously subject shares into which the TARP Warrant is exercisable and to such Warrant and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Warrant (such payment to be net of taxes and other amounts required by law to be withheld in accordance with respect to such Warrant), payable to such holder, without interest thereon, upon surrender the terms of the certificate or other document evidencing such TARP Warrant to based on the Surviving Corporation. Delivery of any cash payment under this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and interest in and to such holder’s WarrantsExchange Ratio.

Company Options and Warrants. (a) At Immediately prior to the Effective Time, by virtue of the Merger, all outstanding and unexpired options Company shall (regardless of whether or not such options have vestedi) (the “Options”), including all options granted pursuant to terminate the Company’s 1990 Amended and Restated 1993 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive the 2000 Outside Directors Stock Option Plan and any other plan, program or arrangement providing for the issuance or grant of any interest in respect of the capital stock of the Company or any Subsidiary thereof (collectively, collectively the “Company Stock Option Plans”"), shall be cancelled and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal to the product of (x) the number of Shares previously subject to such Option and (yii) the excesscancel, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of at the Effective Time, all each outstanding option to purchase Company Common Stock granted under the Company Stock Option Plans shall terminate (the “Company Options") that is outstanding and the Company shall unexercised as of such time and take all action, including any other action necessary amendments to the Option Plans, as is necessary prior to the Effective Time to terminate all Option Plans so ensure that on and after following the Effective Time no current or former employee, director, consultant, or other person participant in the Company Stock Option Plans shall have any option right thereunder to purchase shares acquire equity securities of Company common stock the Company, the Surviving Corporation or any other equity interests in the Company under any Option PlanSubsidiary thereof. (b) At the Effective Time, by virtue of the Merger, all each then outstanding and unexpired warrants warrant to purchase Shares Company Preferred Stock (the “Company Preferred Warrants”") listed on Schedule 1.6 shall be cancelled assumed by Parent and treated as a warrant to purchase shares of Parent Common Stock and Parent Preferred Stock (the “Assumed Preferred Warrants"). Each of the Assumed Preferred Warrants shall continue to have, and be subject to, the same terms and conditions set forth in the respective warrant agreements immediately prior to the Effective Time (including, without limitation, any vesting schedule or repurchase rights), except that (i) the number of shares of Parent Common Stock and Parent Preferred Stock subject to each Assumed Preferred Warrant and (ii) the per share exercise price for the Parent Common Stock and Parent Preferred Stock issuable upon exercise of each Assumed Preferred Warrant, shall be adjusted such that a holder of a cancelled an Assumed Preferred Warrant shall will be entitled to receive, in consideration for the cancellation of such Warrant, an amount in cash equal to the product of upon exercise: (xi) the number of Shares previously subject to shares of Parent Common Stock (or any property or consideration issued in exchange for such Warrant and shares of Parent Common Stock), and (yii) the excessright to receive the Milestone Payments, if any, payable at the option of the Merger Price over the exercise price per Share previously subject to such Warrant (such payment to be net of taxes and other amounts required by law to be withheld with respect to such Warrant)Parent in Parent Common Stock and/or cash, payable to such holder, without interest thereon, upon surrender of the certificate or other document evidencing such Warrant to the Surviving Corporation. Delivery of any cash payment under this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and interest in and equal to such holder’s interest in the Milestone Payments, to which such holder would have otherwise been entitled had all holders of Company Preferred Warrants exercised such Assumed Preferred Warrants immediately prior to the Effective Time. The number of shares of Parent Common Stock related to the Assumed Preferred Warrants shall remain authorized and reserved by Parent until the earlier of such time as the holder actually exercises such Assumed Preferred Warrant and the time of expiration or termination of such warrant. Any shares of Parent Common Stock so allocated to Assumed Preferred Warrants, which expire or are terminated shall revert back to Parent at the time of such expiration or termination.

Company Options and Warrants. (a) At the Effective Time, by By virtue of the MergerMerger and without any action on the part of Parent, all Newco, Company or the holders of Company Options, each Company Option outstanding and unexpired options (regardless of whether or not such options have vested) (the “Options”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the “Option Plans”), shall be cancelled and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal to the product of (x) the number of Shares previously subject to such Option and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary immediately prior to the Effective Time to terminate all Option Plans so that on and after will, at the Effective Time no current or former employeeTime, director, consultant, or other person shall have any option be cancelled and extinguished and be converted automatically into the right to receive one (1) Parent Replacement Option granting the holder thereof the right to purchase a number of Parent Consolidated Shares equal to (i) the number of shares of Common Stock subject to the cancelled Company common stock or any other equity interests in Option and (ii) the Company under any Option Planoption price shall be re-priced to the Offering Price per such option. The Parent Replacement Options will be granted under, and subject to the terms of, an option plan of Parent, which shall be approved by the shareholders of Parent and by the TSX Venture Exchange and/or the Toronto Stock Exchange, as applicable. (b) At By virtue of the Merger and without any action on the part of Parent, Newco, Company or holders of Company Warrants, each Warrant outstanding immediately prior to the Effective Time will, at the Effective Time, by virtue of the Merger, all outstanding and unexpired warrants to purchase Shares (the “Warrants”) shall be cancelled and each extinguished and be converted automatically into the right to receive a Parent Replacement Warrant granting the holder thereof the right to purchase a number of a cancelled Warrant shall be entitled to receive, in consideration for the cancellation of such Warrant, an amount in cash Parent Consolidated Shares equal to the product of (xi) the number of Shares previously shares of Common Stock subject to such the cancelled Warrant and (yii) the excessWarrant price will be appropriately adjusted so that the Warrant will be treated to result in no change to the holder and there is no increase or decrease in the economic benefit to the holder thereof, if anyexcept that the Parent Replacement Warrants will be priced in Canadian dollars. (c) Upon the Closing, no holder of the Merger Price over the exercise price per Share previously subject to such any Company Option or Company Warrant (such payment to be net of taxes and other amounts required by law to be withheld shall have any rights thereafter with respect to such Warrant), payable to such holder, without interest thereon, upon surrender of the certificate or other document evidencing such Warrant thereto except as expressly provided in Section 4.2(a) and (b) respectively. Prior to the Surviving Corporation. Delivery of any cash payment under this Section 2.09(b) Effective Time, Company shall provide notice to a each holder of Warrants shall be conditioned upon receipt by Parent an outstanding Company Option or Company Warrant describing the Surviving Corporation treatment of a waiver of all of that holder’s right, title, such Company Option or Company Warrant in accordance with Section 4.2(a) and interest in and to such holder’s Warrants(b) respectively.

Company Options and Warrants. (a) At the Effective Time, by virtue each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be converted into and become an option to purchase Castle Common Stock, and Castle shall assume the Company Stock Option Plans and each such Company Option in accordance with its terms (as in effect as of the Mergerdate of this Agreement). All rights with respect to Company Common Stock under Company Options assumed by Castle shall thereupon be converted into rights with respect to Castle Common Stock. Accordingly, all outstanding from and unexpired options after the Effective Time: (i) each Company Option assumed by Castle may be exercised solely for shares of Castle Common Stock; (ii) the number of shares of Castle Common Stock subject to each Company Option assumed by Castle shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Castle Common Stock; (iii) the per share exercise price for the Castle Common Stock issuable upon exercise of each Company Option assumed by Castle shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) 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 Option assumed by Castle shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by Castle in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Castle Common Stock subsequent to the Effective Time; and (B) Castle’s Board of Directors or a committee thereof shall succeed to the authority and responsibility of Company’s Board of Directors or any committee thereof with respect to each Company Option assumed by Castle. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Castle Common Stock shall be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the conversion of a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or not such options have vestedSection 424 of the Code. (b) Castle shall file with the SEC, promptly, and in any event within five days following the Effective Time, a registration statement on Form S-8 (the “Options”or any successor form), including all options granted pursuant if available for use by Castle (or, if Form S-8 is not available, other appropriate forms as may be required under applicable Legal Requirements), relating to the Company’s 1990 shares of Castle Common Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, issuable with respect to Company Options assumed by Castle in accordance with Section 5.5(a) and 2002 Incentive Stock Option Plan shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (collectively, and maintain the “Option Plans”current status of the prospectus or prospectuses contained therein) for so long as the Company Options assumed by Castle in accordance with this Section 5.5(b) remain outstanding. (c) Subject to Section 5.5(d), shall be cancelled at the Effective Time, each Company Warrant that is outstanding and each holder of a cancelled Option shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal unexercised immediately prior to the product Effective Time shall become converted into and become a warrant to purchase Castle Common Stock and Castle shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock or Company Preferred Stock under Company Warrants assumed by Castle shall thereupon be converted into rights with respect to Castle Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Castle may be exercised solely for shares of Castle Common Stock; (xii) the number of Shares previously shares of Castle Common Stock subject to each Company Warrant assumed by Castle shall be determined by multiplying (A) the number of shares of Company Common Stock, or the number of shares of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock issuable upon exercise of the Company Warrant (assuming such Company Preferred Stock had converted pursuant to Section 5.12), as applicable, that were subject to such Option and Company Warrant immediately prior to the Effective Time by (yB) the excess, if any, Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Castle Common Stock; (iii) the Merger Price over the per share exercise price for the Castle Common Stock issuable upon exercise of each Company Warrant assumed by Castle shall be determined by dividing the effective per Share previously share exercise price of Company Common Stock or Company Preferred Stock, subject to such Option (such payment Company Warrant, as in effect immediately prior to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Company Warrant assumed by Castle shall terminate continue in full force and effect and the term and other provisions of such Company Warrant shall otherwise remain unchanged. (d) Prior to the Effective Time, the Company shall take all action, including any commercially reasonable actions that may be necessary amendments to (under the Company Stock Option Plans, as is necessary prior any Company Warrants and otherwise) to effectuate the Effective Time provisions of this Section 5.5 and to terminate all Option Plans so that on ensure that, from and after the Effective Time no current or former employeeTime, director, consultant, or other person shall have any option to purchase shares holders of Company common stock or any other equity interests in the Options and Company under any Option Plan. (b) At the Effective Time, by virtue of the Merger, all outstanding and unexpired warrants to purchase Shares (the “Warrants”) shall be cancelled and each holder of a cancelled Warrant shall be entitled to receive, in consideration for the cancellation of such Warrant, an amount in cash equal to the product of (x) the number of Shares previously subject to such Warrant and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Warrant (such payment to be net of taxes and other amounts required by law to be withheld Warrants have no rights with respect to such Warrant), payable to such holder, without interest thereon, upon surrender of the certificate or thereto other document evidencing such Warrant to the Surviving Corporation. Delivery of any cash payment under than those specifically provided in this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and interest in and to such holder’s Warrants5.5.

Company Options and Warrants. (a) At the Effective Time, by virtue of the Merger, all each Company Option that is outstanding and unexpired options (regardless of unexercised immediately prior to the Effective Time, whether or not such options have vested) (the “Options”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the “Option Plans”), shall be cancelled converted into and each holder of a cancelled Option become an option to purchase CGI Common Stock, and CGI shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal to the product of assume (x) each such Company Option in accordance with its terms (as in effect as of the number date of Shares previously subject to such Option this Agreement) and (y) the excessCompany Stock Option Plan. Accordingly, if any, from and after the Effective Time: (i) each Company Option assumed by CGI may be exercised solely for shares of CGI Common Stock; (ii) the Merger Price over number of shares of CGI Common Stock subject to each Company Option assumed by CGI shall be determined by multiplying (A) the exercise price per Share previously number of shares of Company Common Stock that were subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Company Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary in effect immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to terminate all the nearest whole number of shares of CGI Common Stock; (iii) the per-share exercise price for the CGI Common Stock issuable upon exercise of each Company Option Plans so that on and after assumed by CGI shall be determined by dividing (A) the per-share exercise price of each such Company Option, as in effect immediately prior to the Effective Time no current Time, by (B) 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 Option assumed by CGI shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of the Company Stock Option Plan or former employeea Company Option, directorsuch Company Option assumed by CGI in accordance with this Section 5.5(a) shall, consultantin accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other person similar transaction with respect to CGI Common Stock subsequent to the Effective Time; and (B) CGI’s Board of Directors or a committee thereof shall have succeed to the authority and responsibility of Company’s Board of Directors or any committee thereof under the Company Stock Option Plan with respect to each Company Option assumed by CGI. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of CGI Common Stock shall be made in a manner intended to be consistent with Treasury Regulations Section 1.424-1, such that the conversion of a Company common stock Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or any other equity interests in Section 424 of the Company under any Option PlanCode. (b) CGI shall file with the SEC, promptly following the Effective Time, a registration statement on Form S-8, if available for use by CGI, relating to the shares of CGI Common Stock issuable with respect to Company Options issued to “employees” of the Company, as defined in General Instruction A(1)(a) of Form S-8, and assumed by CGI in accordance with Section 5.5(a). (c) At the Effective Time, by virtue of the Merger, all each Company Warrant that is outstanding and unexpired warrants unexercised immediately prior to purchase Shares (the “Warrants”) Effective Time shall be automatically cancelled and each Company Warrant holder of a cancelled Warrant shall will be entitled to receivereceive the same consideration such Company Warrant holder would have received had they exercised the Company Warrant immediately prior to the Merger but after the Preferred Stock Conversion, in consideration for the cancellation of such Warrant, less an amount in cash equal to the product aggregate purchase price that would have been payable in connection with the exercise. (d) Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Company Stock Option Plan, any Company Warrants and otherwise) to effectuate the provisions of (x) this Section 5.5 and to ensure that, from and after the number Effective Time, holders of Shares previously subject to such Warrant Company Options and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Warrant (such payment to be net of taxes and other amounts required by law to be withheld Company Warrants have no rights with respect to such Warrant), payable to such holder, without interest thereon, upon surrender of the certificate or thereto other document evidencing such Warrant to the Surviving Corporation. Delivery of any cash payment under than those specifically provided in this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and interest in and to such holder’s Warrants5.5.

Company Options and Warrants. (a) At the Effective Time, by virtue of the Merger, all each Company Option that is outstanding and unexpired options (regardless of unexercised immediately prior to the Effective Time, whether or not such options have vested) (the “Options”), including all options granted pursuant to the Company’s 1990 Stock Option Plan, 1995 Stock Option Plan, 1999 Incentive Stock Option Plan, and 2002 Incentive Stock Option Plan (collectively, the “Option Plans”), shall be cancelled assumed by the Acquiror and each holder of a cancelled Option automatically converted into and become an option to purchase Acquiror Common Stock, and such assumed stock options shall be entitled to receive, in consideration for the cancellation of such Option, an amount in cash (the “Cash Amount”) equal remain subject to the product terms and conditions of the agreements (xincluding the Company Option Plan) pursuant to which such stock options were granted. All rights with respect to Company Common Stock under Company Options assumed by the Acquiror shall thereupon be converted into rights with respect to Acquiror Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock; (ii) the number of Shares previously shares of Acquiror Common Stock subject to each Company Option assumed by the Acquiror shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Option and (y) the excess, if any, of the Merger Price over the exercise price per Share previously subject to such Option (such payment to be net of any required tax withholdings and other amounts required by law to be withheld with respect to such Company Option), payable to such holder, without interest thereon. If the exercise price of any Option equals or exceeds the Merger Price, the Cash Amount therefor shall be zero. Effective as of the Effective Time, all Option Plans shall terminate and the Company shall take all action, including any necessary amendments to the Option Plans, as is necessary in effect immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to terminate all the nearest whole number of shares of Acquiror Common Stock; (iii) the per share exercise price for Acquiror Common Stock issuable upon exercise of each Company Option Plans so that on and after assumed by the Acquiror shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time no current Time, by (B) 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 Option assumed by the Acquiror shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, the Company Options assumed by the Acquiror in accordance with this Section 5.5(a) shall, in accordance with their terms, be subject to further adjustment as appropriate to reflect any stock split, division or former employeesubdivision of shares, directorstock dividend, consultantreverse stock split, consolidation of shares, reclassification, recapitalization or other person similar transaction with respect to Acquiror Common Stock subsequent to the Effective Time; and (B) the Board of Directors of the Acquiror or a committee thereof shall have succeed to the authority and responsibility of the Board of Directors of the Company or any committee thereof with respect to each Company Option assumed by the Acquiror. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Acquiror Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company common stock Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or any other equity interests in Section 424 of the Company under any Option PlanCode. (b) The Acquiror shall file with the SEC, no later than 10 days after the Effective Time, a registration statement on Form S-8 relating to the shares of Acquiror Common Stock issuable with respect to Company Options assumed by the Acquiror in accordance with Section 5.5(a) and shall take all actions reasonably necessary to retain the effectiveness of such Form S-8. (c) At the Effective Time, by virtue of the Merger, all each Company Warrant that is outstanding and unexpired warrants unexercised immediately prior to the Effective Time shall become converted into and become a warrant to purchase Shares Acquiror Common Stock and the Acquiror shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Common Stock or Company Preferred Stock under the Company Warrants assumed by the Acquiror shall thereupon be converted into rights with respect to Acquiror Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by the “Warrants”) shall Acquiror may be cancelled and each holder exercised solely for shares of a cancelled Warrant shall be entitled to receive, in consideration for the cancellation of such Warrant, an amount in cash equal to the product of Acquiror Common Stock; (xii) the number of Shares previously shares of Acquiror Common Stock subject to each Company Warrant assumed by the Acquiror shall be determined by multiplying (A) the number of shares of Company Common Stock, or the number of shares of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock issuable upon exercise of the Company Warrant, as applicable, that were subject to such Company Warrant and immediately prior to the Effective Time by (yB) the excess, if any, Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Acquiror Common Stock; (iii) the Merger Price over the per share exercise price for Acquiror Common Stock issuable upon exercise of each Company Warrant assumed by the Acquiror shall be determined by dividing the effective per Share previously share exercise price of Company Common Stock or Company Preferred Stock, subject to such Company Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Company Warrant assumed by the Acquiror shall continue in full force and effect and the term and other provisions of such Company Warrant shall otherwise remain unchanged. (such payment d) At or before the Effective Time, the Company shall, to the extent necessary, cause to be net of taxes and other amounts required by law to be withheld with respect to such Warrant)effected, payable to such holder, without interest thereon, upon surrender of the certificate or other document evidencing such Warrant in a manner reasonably satisfactory to the Surviving Corporation. Delivery Acquiror, amendments to (i) the Company Option Plan and any other documents governing Company Options and (ii) the Company Warrants and any documents governing the Company Warrants to give effect to the provisions of any cash payment under this Section 2.09(b) to a holder of Warrants shall be conditioned upon receipt by Parent or the Surviving Corporation of a waiver of all of that holder’s right, title, and interest in and to such holder’s Warrants5.5.