Common use of Company Options Clause in Contracts

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal places.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (Option, whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicableunvested, will be assumed by Acquiror (each, an “Assumed Option”)NetRatings as contemplated by this Section 5.7. Each such Assumed Option shall, except Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and complete list as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related date of this Agreement of all holders of outstanding Company Option immediately prior to the Effective Time or Offer Closing, as applicableOptions, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to each such Assumed Option option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Common Exchange Ratio (with the resulting number and rounded down to the nearest whole share or ADR)number of shares of NetRatings Common Stock, and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs NetRatings Common Stock issuable upon the exercise of each Assumed Option shall such assumed option will be equal to the quotient determined by dividing the exercise price per share of at which such Company Common Stock as of Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by the Common Exchange Ratio, with the resulting price per share rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. As soon Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as reasonably practicable following contemplated by the Closing Date preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Offer Closing DateCompany Options in the Merger. Within 20 business days after the Effective Time, as applicable, Acquiror NetRatings will deliver issue to each person who, immediately prior to the Effective Time, was a holder of an Assumed outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Assumed Company Option by AcquirorNetRatings. (b) As soon as practicable after the Effective Time, indicating thereon but in any event within 30 days thereafter, NetRatings shall file a registration statement on Form S-8 (i) or any successor or other appropriate forms), with respect to the aggregate number shares of shares/ADRs of Acquiror common stock issuable upon NetRatings Common Stock subject to the exercise thereof, (ii) Company Options assumed by NetRatings and shall use its best efforts to maintain the exercise price per share effectiveness of such Assumed Option, registration statement or registration statements (and (iii) maintain the portion of such Assumed Option that is vested and unvested as current status of the Closing Date prospectus or Offer Closing Date, prospectuses in connection therewith) for so long as applicable. It is the intention of the parties that the assumption of assumed Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesremain outstanding.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way As of the Offerclose of business on December 21, at 2008: (i) 4,084,425 Company Ordinary Shares are issuable upon the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any exercise of Company Options under the Company Employee Share Plans, the weighted average exercise price of such Company Options is $4.078, and 2,951,559 Company Ordinary Shares underlying such Company Options are vested and exercisable; (ii) 1,771,468 Company Ordinary Shares are available for future grant under the Company Share Plans; (iii) no Company Ordinary Shares are issuable under the Company’s employee stock purchase plans, if any (the “Company Purchase Plan, as amended, Plans”); and (iv) no Company Ordinary Shares are issuable pursuant to outstanding options to purchase Company Ordinary Shares (A) which were issued other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior pursuant to the Effective Time or Company Share Plans and (B) other than shares reserved for issuance under the Offer Closing, as applicable, will be assumed by Acquiror Company Purchase Plans. Section 3.2(c) of the Company Disclosure Letter sets forth a list of each outstanding Company Option: (each, an “Assumed Option”). Each a) the particular Company Share Plan (if any) pursuant to which any such Assumed Company Option shall, except as otherwise agreed to by Acquiror and a was granted; (b) the name of the holder of such Assumed Company Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that ; (ic) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock Ordinary Shares subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio Company Option; (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (iid) the exercise price per share of such Assumed Company Option; (e) the date on which such Company Option was granted; (f) the applicable vesting schedule, if any, and (iii) the portion of extent to which such Assumed Company Option that is vested and unvested exercisable as of the Closing Date or Offer Closing Date, as applicable. It date hereof; (g) the date on which such Company Option expires; and (h) whether such Company Option is the intention subject to Section 409A of the parties that Code. All Company Ordinary Shares subject to issuance under the assumption Company Share Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no commitments or agreements of any character to which the Company Options pursuant hereto shall be effected in is bound obligating the Company to accelerate the vesting of any Company Option as a manner that satisfies the requirements of Sections 409A and 424(a) result of the Code and Merger (whether alone or upon the Treasury Regulations promulgated thereunder and this provision will be construed consistent occurrence of any additional or subsequent events). The Company does not maintain any Company Purchase Plans. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with this intent. Acquiror shall take all actions reasonably necessary or appropriate respect to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesCompany.

Company Options. In connection with (a) At the transactions contemplated by this Agreement, but no later than the First Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, outstanding and unexercised and outstanding immediately prior to the First Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Offer Closing, Company Plan and each such Company Option in accordance with the terms (as applicable, will be in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are necessary to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Acquiror Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the First Effective Time: (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related i) each Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that assumed by Parent may be exercised solely for shares of Parent Common Stock; (iii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Assumed Option Company Option, as of in effect immediately prior to the First Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio (with Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; (iii) the per share or ADR), and exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (iiA) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as of in effect immediately prior to the First Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio, with Ratio and rounding the resulting exercise price per share rounded up to the nearest whole cent. As soon as reasonably practicable following ; and (iv) any restriction on the Closing Date or exercise of any Company Option assumed by Parent shall continue in full force and effect and the Offer Closing Dateterm, as applicableexercisability, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption vesting schedule and other provisions of such Assumed Company Option by Acquirorshall otherwise remain unchanged; provided, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereofthat, (iiI) in the exercise price per share case of such Assumed Option, and (iii) any Company Option to which Section 421 of the portion of such Assumed Option that is vested and unvested Code applies as of the Closing Date or Offer Closing Date, as applicable. It is the intention First Effective Time by reason of its qualification under Section 422 of the parties that Code, the assumption exercise price, the number of Company Options pursuant hereto shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be effected determined in a manner that satisfies consistent with the requirements of Sections 409A and Section 424(a) of the Code Code; and (II) the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient exercise price, the number of shares of Acquiror common stock for delivery upon Parent Common Stock subject to, and the terms and conditions of exercise of each option to purchase Parent Common Stock shall also be determined in a manner consistent with the Assumed Options. For purposes requirements of Section 409A of the foregoingCode; provided, the term “Exchange Ratio” shall mean a fraction determined by dividing further, that: (x) Parent may amend the Scheme Price, terms of the Company Options and the Company Plan as may be necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (y) the volume weighted average per share price Parent Board or a committee thereof shall succeed to the authority and responsibility of Acquiror common stock the Company Board or any committee thereof with respect to each Company Option assumed by Parent. (denominated b) Parent shall file with the SEC, promptly after the First Effective Time (and in U.S. dollarsany xxxxx, not later than thirty (30) days thereafter), a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the New York shares of Parent Common Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, issuable with respect to Company Options assumed by Parent in each case, rounded to four decimal placesaccordance with Section 1.10.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (A) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”unvested) that is unexpired, unexercised and outstanding immediately prior to the Effective Time Time, other than each Company Option that is held by a former employee of, former non-employee director of, or former other service provider to, the Offer ClosingCompany or its Subsidiaries, in each case, as applicableof immediately prior to the Effective Time (a “Former Employee Option”), will shall, automatically and without any required action on the part of the holder thereof, be assumed by Acquiror Parent and converted into and thereafter evidence an option to acquire Parent Common Shares (each, an a “Assumed New Parent Option”). Each such Assumed New Parent Option shall, except as otherwise agreed shall continue to by Acquiror have and a holder of such Assumed Option, be subject to substantially the same terms and conditions as applied were applicable to the related such Company Option immediately prior to the Effective Time or Offer Closing(including with respect to vesting conditions, as applicableexpiration date, including the vesting schedule applicable theretoand exercise provisions), except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed New Parent Option shall be exercisable for that number of Parent Common Shares (rounded, if necessary, to the nearest whole share) determined by multiplying the number of shares of Company Class A Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price for each Parent Common Share issuable upon exercise of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed New Parent Option shall be (rounded, if necessary, up to the nearest whole cent) equal to the quotient determined by dividing the exercise price per share of Company Class A Common Stock under such Company Option divided by the Exchange Ratio; provided, however, that the adjustments provided in this Section 3.2(a)(ii)(A) with respect to any Company Options are intended to be effected in a manner that is consistent with Section 409A of the Code and the applicable regulations promulgated thereunder. (B) At the Effective Time, each Former Employee Option (whether vested or unvested) that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive a number of Parent Common Shares equal to the product of (x) the number of shares of Company Class A Common Stock subject to such Former Employee Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon and (iy) (A) the aggregate number excess, if any, of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) Merger Consideration Value over the exercise price per share of Company Class A Common Stock applicable to such Assumed Former Employee Option, and divided by (iiiB) the portion Merger Consideration Value (the “Former Employee Option Consideration”). Parent shall, or shall cause the Surviving Corporation to, deliver the Former Employee Option Consideration to each holder of such Assumed Option that is vested Former Employee Options, less any required withholding Taxes and unvested as of the Closing Date or Offer Closing Datewithout interest, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the within ten (10) consecutive trading days immediately preceding (but not including) Business Days following the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesEffective Time.

Company Options. In connection with Upon the transactions contemplated by terms and subject to the conditions set forth in this Agreement, but no later than and without any action on the Effective Time orpart of Parent, in Acquisition Sub, the event the Acquisition is effected by way Company or any holder of the Offer, at the Offer Closingsuch Company Options, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, that remains outstanding as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding of immediately prior to the Effective Time or the Offer Closing, shall be treated as applicable, will be assumed by Acquiror follows: (each, an “Assumed Option”). i) Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to that is outstanding and vested as of the Effective Time or Offer Closing(including a Company Option that vests by its terms at the Effective Time) (a “Vested Company Option”) shall be cancelled and terminated as of the Effective Time and the holder thereof shall receive, as applicablesubject to Section 2.8(e), including an amount in cash (without interest), if any, equal to the vesting schedule applicable thereto, except that product obtained by multiplying (ix) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the aggregate number of shares of Company Common Stock subject to such Assumed Vested Company Option as of immediately prior to the Effective Time or Offer Closing, as applicableTime, by (y) the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) Merger Consideration less the per share exercise price of such Vested Company Option (the Acquiror common stock/ADRs issuable upon “Vested Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the exercise Company by the holder of a Company Option). The Company shall pay to each Assumed holder of Vested Company Options the Vested Option Consideration, if any, described in the immediately preceding sentence (through the Company’s or a Company Subsidiary’s payroll system, or the Company’s or a Company Subsidiary’s equity award administrator, as may be applicable and in accordance with the Company’s payroll practices for service providers located outside of the United States) on either (A) the first (1st) regularly scheduled payroll after the Closing or (B) if such first (1st) payroll is scheduled for payment prior to the tenth (10th) Business Day after the Closing, the second (2nd) regularly scheduled payroll after the Closing, in any such case, consistent with past practices, including accounting for all applicable withholding. (ii) Each Company Option that is outstanding and unvested as of the Effective Time and not described in Section 2.7(d)(i) (an “Unvested Company Option”) shall be equal converted into the right to the quotient receive, subject to Section 2.8(e), an amount of cash determined by dividing multiplying (x) the exercise price per share aggregate number of shares of Company Common Stock as of subject to such Unvested Company Option immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme PriceTime, by (y) the volume weighted average Merger Consideration less the per share exercise price of Acquiror common stock such Unvested Company Option (denominated the “Unvested Option Consideration”). The Unvested Option Consideration will be subject to the same vesting restrictions and continued service requirements (collectively, the “Continuing Obligations”) applicable to the Unvested Company Option immediately prior to the Effective Time, except for administrative changes that are not adverse to the holder of the Unvested Company Option or to which the holder consents. Payment of the Unvested Option Consideration in U.S. dollars) respect of an Unvested Company Option shall be made, subject to such terms and conditions, on the New York Stock Exchange market for vesting dates applicable to the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing DateUnvested Company Option, as applicabledescribed in this Section 2.7(d). (iii) Notwithstanding the foregoing, in each caseif the per share exercise price of any Company Option equals or exceeds the Merger Consideration, rounded such Company Option shall be cancelled without any payment or consideration and all rights with respect to four decimal placessuch Company Option shall terminate as of the Effective Time.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way As of the OfferTransaction Effective Time, at by virtue of the Offer ClosingTransaction Merger, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, outstanding and unexercised and outstanding immediately prior to the Transaction Effective Time or the Offer ClosingTime, as applicable, will shall be assumed by Acquiror the Purchaser and shall be converted into a right (each, an “Assumed Adjusted Option”) to acquire Purchaser Common Stock in accordance with this Section 2.8(d). Each such Assumed Adjusted Option shallas so assumed and converted shall continue to have, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, shall be subject to to, the same terms and conditions as applied to the related Company Option immediately prior to the Transaction Effective Time or Offer Closing, as applicableTime, including the same vesting schedule as the applicable theretoCompany Option (and no Company Option shall have its vesting accelerated in connection with the consummation of the transactions contemplated by this Agreement) (provided, except that no Adjusted Options shall be exercisable prior to the earlier to occur of (i) the one (1) year anniversary of the Closing Date or (ii) sixty (60) days after the Company Option holder’s termination of employment or termination of service with the Purchaser and its “affiliates” (within the meaning of the Company Stock Plan)), except that as of the Transaction Effective Time, the Adjusted Option as so assumed and converted shall be exercisable for that number of whole shares of Acquiror common stock or American Depository Receipts Purchaser Common Stock (“ADR”rounded down to the nearest whole share) representing shares equal to the product of Acquiror common stock subject to each Assumed Option shall be determined by multiplying (x) the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by (y) the Exchange Ratio Ratio, at an exercise price per share of Purchaser Common Stock (with the resulting number rounded down up to the nearest whole share or ADR), and (iicent) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing of (a) the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closingsuch Company Option, as applicable, divided by (b) the Exchange Ratio; provided that the exercise price and/or the number of shares of Purchaser Common Stock that may be purchased under the Adjusted Option shall be further adjusted to the extent required to remain compliant with, or exempt from, the requirements of Section 409A of the Code; and provided further, that in the case of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, the exercise price and the number of shares of Purchaser Common Stock subject to the Adjusted Option shall be determined in a manner consistent with the requirements of Section 424 of the Code and the Department of Treasury Regulations issued thereunder. Further, with respect to three percent (3%) of the resulting price per share rounded up shares which can be acquired under each Adjusted Option (such 3%, the “Reserved Portion”), in addition to the nearest whole cent. As soon as reasonably practicable following above-described exercisability restrictions applicable to the Adjusted Option, the Reserved Portion shall (A) in no event be exercisable until after the Expiration Date, (B) immediately after 11:59 p.m. New York City time on the Expiration Date, the Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders, net of the number of Escrow Shares retained for Pending Claims, bears to the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) and (C) with respect to the portion of the Reserved Portion equal to the number of Escrow Shares retained after the Expiration Date or for Pending Claims divided by the Offer aggregate number of Escrow Shares deposited in the Escrow Account at the Closing Date(subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) (the “Pending Reserved Portion”), (I) such Pending Reserved Portion shall continue to not be exercisable until after the final resolution of all Pending Claims, and (II) upon the final resolution of all Pending Claims, the Pending Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that were retained for Pending Claims that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders) bears to the aggregate number of Escrow Shares that were retained for Pending Claims. For the avoidance of doubt, the period of exercisability of an Adjusted Option, including the Reserved Portion, shall not be extended. For purposes of this Agreement, “Exchange Ratio” means the ratio at which a share of Company Common Stock is exchanged for shares of Purchaser Common Stock at the Transaction Effective Time, as applicablecalculated pursuant to Section 2.7. From and after the Transaction Effective Time, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) all references to the Company (including any references relating to a “Sale Event” involving the Company) in the Company Stock Plan and in each agreement evidencing any outstanding award of Company Options shall be deemed to refer to the Purchaser and (ii) the aggregate number of shares/ADRs of Acquiror common stock issuable upon awards permitted to be issued or granted under the exercise thereof, Company Stock Plan shall be adjusted to an amount equal to (iiA) the exercise price per share aggregate number of such Assumed Option, and shares subject to awards permitted to be issued or granted under the Company Stock Plan immediately prior to the Transaction Effective Time multiplied by (iiiB) the portion of such Assumed Option that is vested and unvested as Exchange Ratio. Prior to the Transaction Effective Time, the Company Stock Plan shall be amended, to the extent necessary, to reflect the transactions contemplated by this Section 2.8(d), including the conversion of the Closing Date or Offer Closing Date, as applicable. It is Company Options and the intention substitution of the parties that Purchaser for the Company thereunder to the extent appropriate to effectuate the assumption of such Company Options pursuant hereto shall be effected in a manner that satisfies Stock Plan by the requirements of Sections 409A and 424(a) of Purchaser. Promptly after the Code and Closing, the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror Purchaser shall take all actions reasonably action necessary or appropriate in accordance with applicable securities Laws to have available for issuance or transfer under an effective registration statement filed with the SEC a sufficient number of shares of Acquiror common stock Purchaser Common Stock for delivery upon exercise or vesting of the Assumed Adjusted Options. For purposes As of the foregoingTransaction Effective Time, except as provided in this Section 2.8(d), all rights under any Company Option and any provision of the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Company Stock Exchange market Plan providing for the ten (10) consecutive trading days immediately preceding (but not including) issuance or grant of any other interest in respect of the Closing Date or Offer Closing Datecapital stock of the Company shall be cancelled. The Company shall ensure that, as applicableof and after the Transaction Effective Time, except as provided in each casethis Section 2.8(d), rounded to four decimal placesno Person shall have any rights under the Company Stock Plan.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) As of the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each outstanding Company Option (whether or not vested or exercisable at shall thereafter entitle the Effective Time or holder thereof to receive, upon the Offer Closingexercise thereof, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the that number of shares of Acquiror common stock or American Depository Receipts Parent Common Stock (“ADR”rounded down to the nearest whole share) representing shares equal to the product of Acquiror common stock subject to each Assumed Option shall be determined by multiplying (A) the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by and (B) the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR)Ratio, and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be a cash payment in an amount equal to the quotient determined product of (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (B) the Cash Merger Consideration (unreduced by dividing any withholding Taxes), at an exercise price per share (rounded up to the nearest whole cent) equal to (y) the exercise price per share of Company Common Stock as of immediately prior subject to the Effective Time or Offer Closing, as applicable, such Company Option divided by (z) the Exchange Ratio. (b) As of the Effective Time, the Parent shall assume in full each Company Option, whether vested or unvested, together with all Company Stock Plans. The assumption of a Company Option by the Parent shall not terminate or modify (except as required hereunder or as provided by the existing terms of the Company Option, Company Stock Plans or any Employment Agreement) any right of first refusal, right of repurchase, vesting schedule or other restriction on transferability relating to a Company Option or the stock issuable upon the exercise thereof. Continuous employment with the resulting price per share rounded up Company shall be credited to an optionee for purposes of determining the number of shares subject to exercise, vesting or repurchase after the Effective Time, and the provisions in the applicable Company Stock Plans and stock option agreement evidencing the terms and conditions of any Company Option relating to the nearest whole centexercisability of any Company Option upon termination of an optionee's employment or service as a director shall not be deemed triggered until such time as such optionee shall be neither an employee or officer nor serving as a director of the Parent or any Subsidiary of the Parent except as or as provided by the existing terms of the Company Option, Company Stock Plans or any Employment Agreement. As After such assumption, the Parent shall issue, upon any partial or total exercise of any Company Option, in lieu of shares of Company Common Stock, the number of shares of Parent Common Stock as described in Section 3.8(a) together with the Cash Merger Consideration. The Parent shall file with the SEC, as soon as reasonably practicable following the Closing Date Effective Time, a registration statement on Form S-8 under the Securities Act, covering, to the extent permissible, the shares of Parent Common Stock to be issued upon the exercise of Company Options assumed pursuant to this Section 3.8(b). Prior to the Effective Time, the Company shall make such amendments, if any, to the Company Stock Plans as shall be necessary to permit the assumption contemplated by this Section 3.8(b). (c) Except provided by Section 3.8(a) or as may be otherwise agreed to by the Offer Closing DateParent and the Company, all stock option plans established by the Company or any Company Subsidiary shall terminate as applicableof the Effective Time and the provisions in any other plan, Acquiror will deliver program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Company Subsidiary shall be deleted, terminated and of no further force or effect as of the Effective Time. (d) If and to the extent necessary or required by the terms of the plans governing Company Options or pursuant to the terms of any Company Option granted thereunder, each of the Parent and the Company shall use commercially reasonable efforts to obtain the consent of each holder of an Assumed Option a document evidencing outstanding Company Options to the foregoing assumption treatment of such Assumed Option by Acquiror, indicating thereon Company Options. (ie) The Company shall terminate the aggregate number of shares/ADRs of Acquiror common stock issuable upon Company ESPP in accordance with its terms immediately prior to the exercise thereof, (ii) Effective Time. Participants in the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as Company ESPP shall be notified of the Closing Date or Offer Closing Date, as applicable. It is the intention cancellation of the parties that Company ESPP and shall have the assumption opportunity to purchase shares of Company Options pursuant hereto shall be effected Common Stock through the Company ESPP in a manner that satisfies accordance therewith prior to the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesClosing.

Company Options. In connection Except with respect to the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and individuals set forth on Section 2.07(d) of the Company Disclosure Letter, which Company Options shall receive the treatment set forth in Schedule 5.11(bsuch Section 2.07(d) of the Company Disclosure Letter: (eachi) Immediately prior to the Charter Effective Time, an “Identified each In-the-Money Company Option Holder”) that is unexpiredoutstanding immediately prior to the Charter Effective Time, unexercised whether vested or unvested, shall be cancelled and terminated at the Charter Effective Time and the holder thereof shall be deemed to receive, at the Charter Effective Time, in consideration for such cancellation, a number of Company Shares (with any fractional shares (after aggregating all such Company Shares held by the same holder) rounded down to the next lower whole number of shares) equal to (1) the product of (A) the number of Company Shares subject to such In-the-Money Company Option multiplied by (B) excess of the Equity Award Aggregate Cash Equivalent Amount over the exercise price per Company Share under such In-the-Money Company Option divided by (2) the Equity Award Aggregate Cash Equivalent Amount. Each such deemed Company Share shall be entitled to receive, promptly following the Charter Effective Time, the Pre-Closing Dividend and the Per Share Merger Consideration pursuant to Section 2.03 as if such deemed Company Share was issued and outstanding immediately prior to the Charter Effective Time Time, in each case less applicable withholding taxes in respect thereof. (ii) Immediately prior to the Merger Effective Time, each Out-of-the-Money Company Option that is outstanding immediately prior to the Merger Effective Time, whether vested or the Offer Closingunvested, as applicableshall be converted into an option in respect of Parent Common Units, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to on the same terms and conditions as applied to the related were applicable under such Out-of-the-Money Company Option immediately prior to the Merger Effective Time or Offer Closing(including with respect to vesting but as amended by this Section 2.07(d)(ii)), as applicable, including the vesting schedule applicable thereto, except that (i) relating to the number of shares Parent Common Units equal to the product of Acquiror common stock or American Depository Receipts (“ADR”A) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Out-of-the-Money Company Option as of immediately prior to the Merger Effective Time or Offer Closingand (B) the Equity Award Aggregate Stock Equivalent Amount, as applicable, with any fractional units (after aggregating all such units held by the Exchange Ratio (with the resulting number same holder) rounded down to the nearest next lower whole share or ADR)number of units, and (ii) the per share with an exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be per Parent Common Unit equal to the quotient determined obtained by dividing (A) the exercise price per share of Company Common Stock as of subject to such Out-of-the-Money Company Option immediately prior to the Merger Effective Time or Offer Closing, as applicable, divided by (B) the Exchange RatioEquity Award Aggregate Stock Equivalent Amount, with the resulting price per share any fractional cents rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to next higher ten thousandth of a cent (each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed converted Out-of-the-Money Company Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicablea “Converted Option”). It is the intention of the parties that the assumption of Company Options pursuant hereto The foregoing adjustments shall be effected made in a manner that satisfies consistent with the requirements of Sections Section 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise and, if applicable, Section 424 of the Assumed OptionsCode. For purposes Notwithstanding anything to the contrary in any award agreement underlying a Converted Option, each Converted Option shall fully vest and become exercisable upon a Qualifying Termination of the foregoing, holder’s employment with Parent and its Affiliates during the term “Exchange Ratio” shall mean a fraction determined by dividing (x) period following the Scheme Price, by (y) Merger Effective Time and prior to the volume weighted average per share price second anniversary of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesMerger Effective Time.

Company Options. In connection with Unless the transactions contemplated by this Agreement, but no later than terms of an agreement evidencing a Company Option or the Effective Time or, in the event the Acquisition is effected by way provisions of the Offer, at the Offer ClosingCompany Option Plan applicable to a Company Option provide otherwise, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised issued and outstanding immediately prior to the Effective Time Time, whether or the Offer Closing, as applicablenot then exercisable, will be assumed by Acquiror Parent and converted into an option to purchase Parent Common Stock (each, an “Assumed OptionCompany Options”). Each such Assumed Company Option shallso assumed and converted will continue to have, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to to, the same terms and conditions as applied conditions, except that (i) each converted Company Option shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the related product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADRshare), and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs Parent Common Stock issuable upon the exercise of each Assumed such converted Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of at which such Company Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share Ratio (rounded up to the nearest whole cent. As soon as reasonably practicable following ); provided, however, that the Closing Date terms of each of the Company Options will provide (x) for an equitable adjustment in the event that any Escrow Shares are delivered by the Escrow Agent to a Parent Indemnified Party so that the holder of such Company Option will bear a pro rata portion (relative to the Total Outstanding Shares) of the aggregate indemnifiable Damages giving rise to such delivery of Escrow Shares and (y) upon exercise of such Company Option, a portion of the Parent Common Stock issued upon such exercise (equal to the portion of Company Stock then held in the Escrow Account relative to the number of shares of Parent Common Stock previously delivered to the Company Stockholders pursuant to this Agreement) will be retained by Parent in escrow and transferred to either Parent or the Offer Closing Dateholder of such Company Option, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing at the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) same time and in the aggregate number of shares/ADRs of Acquiror common stock issuable upon same relative proportion as the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as Escrow Shares are transferred out of the Closing Date or Offer Closing Date, as applicableEscrow Account. It is the intention of the parties that the assumption The conversion of Company Options pursuant hereto provided for in this Section 2.6(c) with respect to any Company Options that are “incentive stock options” (as defined in Section 422 of the Code) shall be effected in a manner that satisfies the requirements of Sections 409A and consistent with Section 424(a) of the Code and otherwise in a manner intended to preserve incentive stock option treatment to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined extent permitted by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesapplicable law.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised vested in accordance with its terms and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing(each, as applicablea “Vested Company Option”) shall, by automatically and without any required action on the Exchange Ratio (with part of the resulting number rounded down holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the nearest whole share or ADR)product obtained by multiplying (x) the excess, and if any, of (i) the Merger Consideration over (ii) the per per-share exercise price for such Vested Company Option, by (y) the total number of shares of Company Common Stock underlying such Vested Company Option, subject to any required withholding of Taxes (the Acquiror common stock/ADRs issuable upon the exercise of each Assumed “Vested Company Option shall be equal to the quotient determined by dividing Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time or Offer Closingand that is not a Vested Company Option (each, as applicablean “Unvested Company Option”) shall, by automatically and without any required action on the Exchange Ratiopart of the holder thereof, with be converted into the resulting price per share rounded up contingent right to receive an amount in cash, without interest, equal to the nearest whole cent. As soon as reasonably practicable following product obtained by multiplying (x) the Closing Date or the Offer Closing Dateexcess, as applicableif any, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, Merger Consideration over (ii) the per-share exercise price for such Unvested Company Option, by (y) the total number of shares of Company Common Stock underlying such Unvested Company Option (the “Unvested Company Option Consideration”); provided, however, that if the exercise price per share of such Assumed Option, and (iii) the portion Company Common Stock of such Assumed Unvested Company Option that is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Company Option from which such Unvested Company Option Consideration was converted would have vested and unvested been payable pursuant to its terms and, except as provided on Section 1.5 of the Closing Date or Offer Closing DateCompany Disclosure Schedules, shall otherwise remain subject to the same terms and conditions as applicable. It is were applicable to the intention underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the parties that transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the assumption reasonable and good faith determination of Company Options pursuant hereto shall be effected in a manner that satisfies Parent are appropriate to conform the requirements of Sections 409A and 424(a) administration of the Code and Unvested Company Option Consideration amounts, provided that no such changes shall impair the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise rights of the Assumed Options. For purposes applicable holder of Unvested Company Option Consideration) with respect to their receipt of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesUnvested Company Option Consideration.

Company Options. In connection with (a) Prior to the transactions contemplated Effective Time, Company and its Subsidiaries shall take all actions necessary to ensure that from and after the Effective Time, options to purchase shares of the Company Common Stock (each, a “Company Option”) held by this Agreementany employee, but no later than consultant, independent contractor and director which are outstanding immediately before the Effective Time or, in the event the Acquisition is effected by way shall be converted into and become options to purchase shares of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) Parent Common Stock (each, an a “Identified Option HolderConverted Option”) that is unexpired), unexercised and outstanding in each case, on terms substantially identical to those in effect immediately prior to the Effective Time under the terms of the stock incentive plan or other related agreement or award pursuant to which such Company Option was granted. Accordingly, from and after the Offer ClosingEffective Time, as applicable(i) each such Converted Option may be exercised solely to purchase shares of Parent Common Stock, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder ii) the number of shares of Parent Common Stock issuable upon exercise of such Assumed Option, Converted Option shall be subject equal to the same terms and conditions as applied to number of shares of the related Company Common Stock that were issuable upon exercise under the corresponding Company Option immediately prior to the Effective Time or Offer Closingmultiplied by the Exchange Ratio and rounded up to the nearest whole share, as applicable, including the vesting schedule applicable thereto, except that (iiii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed per share exercise price under such Converted Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) dividing the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed corresponding Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share Ratio and rounded up to the nearest whole cent, (iv) any restriction on the exercise of any such Company Option 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 each Company Option assumed by Parent in accordance with this Section 2.5 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 after the Effective Time; provided, further, however, that the option price, number of shares purchasable pursuant to each such so Converted Option and the terms and conditions of exercise of each such so Converted Option shall be determined in order to comply with Section 409A of the Code and for any Company Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to each such so Converted Option and the terms and conditions of exercise of each such so Converted Option shall be determined in order to comply with Section 424 of the Code. (b) Parent shall take such actions as are necessary for the assumption of the Company Options pursuant to this Section 2.5, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.5. As Parent shall prepare and file a registration statement with the SEC on an appropriate form, or a post-effective amendment to a registration statement previously filed under the Securities Act (as defined in Section 3.1(b)(iv)), with respect to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 2.5 and, where applicable, shall use all commercially reasonable efforts to have such registration statement declared effective as soon as reasonably practicable following the Closing Date or Effective Time and to maintain the Offer Closing Dateeffectiveness of such registration statement covering such Converted Options (and to maintain the current status of the prospectus contained therein) for so long as such Converted Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the Exchange Act (as defined in Section 3.1(c)(iii)), where applicable, Acquiror will deliver Parent shall use all commercially reasonable efforts to each holder of an Assumed Option a document evidencing administer the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options assumed pursuant hereto shall be effected to this Section 2.5 in a manner that satisfies complies with Rule 16b-3 promulgated under the requirements of Sections 409A and 424(a) of Exchange Act to the Code and extent such Company Options complied with such rule prior to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesMerger.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time orTime, in the event the Acquisition is effected by way virtue of the Offer, at Merger and without any action on the Offer Closingpart of any holder of outstanding options to purchase Company Common Stock (“Company Stock Options”), each Company Option (Stock Option, whether or not vested or exercisable at the Effective Time or the Offer Closingunvested, and all Company Stock Plans (as applicablehereinafter defined) excluding any themselves, insofar as they relate to outstanding Company Options under the Company Employee Shares Purchase PlanStock Options, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will shall be assumed by Acquiror (eachParent and each Company Stock Option shall become an option to acquire, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to on the same terms and conditions as applied to were applicable under the related Company Stock Option immediately prior to the Effective Time or Offer ClosingTime, the number of shares of common stock, $0.10 par value per share, of Parent (“Parent Common Stock;” such options, “Parent Stock Options”) determined as applicable, including the vesting schedule applicable thereto, except that follows: (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed Company Stock Option assumed by Parent shall be determined by multiplying the number of shares of Company Common Stock that were subject to such Assumed Company Stock Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Conversion Ratio (with as defined below), and rounding the resulting number rounded down to the nearest whole share or ADR), number of shares of Parent Common Stock; and (ii) the per share exercise price of for the Acquiror common stock/ADRs Parent Common Stock issuable upon the exercise of each Assumed Company Stock Option assumed by Parent shall be equal to the quotient determined by dividing the per share exercise price per share of Company Common Stock subject to such Company Stock Option, as of in effect immediately prior to the Effective Time or Offer Closing, as applicableTime, by the Exchange Conversion Ratio, with and rounding the resulting exercise price per share rounded up to the nearest whole cent. As soon Any restrictions on the exercise of any Company Stock Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall otherwise remain unchanged as reasonably practicable following a result of the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Company Stock Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested other than as set forth in any agreement in effect as of the Closing Date or Offer Closing Date, as applicabledate of this Agreement). It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term The “Exchange Conversion Ratio” shall mean be equal to the fraction having a fraction determined by dividing (x) numerator equal to $17.00 and having a denominator equal to the Scheme Price, by (y) average of the volume weighted average per closing sale prices of a share price of Acquiror common stock (denominated in U.S. dollars) Parent Common Stock as reported on the The New York Stock Exchange market for each of the ten five (105) consecutive trading days immediately preceding (but not including) the Closing Date Date; provided, however, that if, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Offer Closing DateParent Common Stock are changed into a different number or class of shares by reason of any stock split, as division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Conversion Ratio shall be adjusted to the extent appropriate; provided, however, that with respect to any Company Stock Option which is an “incentive stock option”, within the meaning of Section 422 of the Code, the adjustments provided in this Section shall, if applicable, be modified in each case, rounded to four decimal placesa manner so that the adjustments are consistent with the requirements of Section 424(a) of the Code.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) As of the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised vested in accordance with its terms and outstanding as of immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an a “Assumed Vested Company Option”). Each such Assumed Option shall) shall be canceled and converted into the right to receive an amount in cash, except as otherwise agreed to by Acquiror and a holder of such Assumed Optionwithout interest, be subject equal to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that product of (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the total number of shares of Company Common Stock subject to such Assumed Vested Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price excess, if any, of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing Merger Consideration, over the exercise price per share of Company Common Stock as of immediately prior to underlying such Vested Company Option (the Effective Time or Offer Closing“Vested Option Consideration”); provided, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) that if the exercise price per share of Company Common Stock underlying such Assumed OptionVested Company Option is equal to or greater than the Merger Consideration, and such Vested Company Option shall be canceled without any cash payment or other consideration being made in respect thereof. (iiiii) As of the portion of such Assumed Effective Time, each Company Option that is vested outstanding and unvested as of the Closing Date or Offer Closing Dateis not a Vested Company Option (each, as applicable. It is the intention of the parties that the assumption of an “Unvested Company Options pursuant hereto Option”) shall be effected canceled and converted into the right to receive an amount in a manner that satisfies cash, without interest, equal to the requirements product of Sections 409A and 424(a(i) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient total number of shares of Acquiror common stock for delivery upon exercise Company Common Stock subject to such Unvested Company Option and (ii) the excess, if any, of the Assumed Options. For purposes of Merger Consideration, over the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average exercise price per share of Company Common Stock underlying such Unvested Company Option (the “Unvested Option Consideration”); provided that, if the exercise price per share of Acquiror common stock Company Common Stock underlying such Unvested Company Option is equal to or greater than the Merger Consideration, such Unvested Company Option shall be canceled without any cash payment or other consideration being made in respect thereof. Subject to the holder’s continued service with Parent and its Affiliates (denominated in U.S. dollarsincluding the Surviving Corporation and its Subsidiaries) on through the New York Stock Exchange market for applicable vesting dates, such Unvested Option Consideration will vest and become payable at the ten (10) consecutive trading days same time as the Unvested Company Option from which such Unvested Option Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately preceding (but not including) prior to the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesEffective Time.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, With respect to each unexpired and unexercised Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time Time: (a) At the Effective Time, all of the Company Options, whether vested or unvested, that are outstanding and unexercised immediately prior to the Offer ClosingEffective Time, as applicableautomatically and without any action on the part of any Company optionholder or beneficiary thereof, will be assumed by Acquiror Surviving Pubco, and each such Company Option shall be converted into a stock option (each, an a “Assumed Converted Option”)) to purchase Surviving Pubco Class A Shares. Each such Assumed Converted Option shall, except as otherwise agreed so assumed and converted shall continue to by Acquiror have and a holder of such Assumed Option, be subject to substantially the same terms and conditions as applied were applicable to such Company Option immediately before the related Effective Time (including vesting (if applicable), expiration date and exercise provisions), except that, as of the Effective Time, each such Converted Option as so assumed and converted shall be exercisable for that number of Surviving Pubco Class A Shares determined by multiplying the number of Company Units subject to such Company Option immediately prior to the Effective Time or Offer Closingby the Option Exchange Ratio, as applicable, including which product shall be rounded down to the vesting schedule applicable thereto, except that (i) the nearest whole number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be shares, at a per share exercise price determined by multiplying dividing the number per share exercise price of shares of such Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share which quotient shall be rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date; provided that, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share and the number of such Assumed Option, and (iii) the portion of such Assumed Surviving Pubco Class A Shares purchasable under each Converted Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected determined in a manner that satisfies consistent with the requirements of Sections Section 409A and 424(a) of the Code and the Treasury Regulations applicable regulations promulgated thereunder thereunder. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of Converted Options shall cease to have any rights with respect to such Company Options, except as set forth in this provision will Section 4.05(a). (b) Prior to the Effective Time, the Company shall have taken (or caused to be construed consistent with this intent. Acquiror shall take taken) all such actions reasonably as are necessary or appropriate to have available for issuance or transfer a sufficient number effect the treatment of shares of Acquiror common stock for delivery upon exercise Company Options pursuant to this Section 4.05 as of the Assumed Effective Time in accordance with applicable Law and the terms of the Company Equity Plan and any Contracts evidencing Company Options. For purposes of . (c) Notwithstanding the foregoing, in the term “Exchange Ratio” event that the holder of the Company Warrant elects to cause the Company Warrant to be settled by a sale of the equity of a blocker entity of such holder in accordance with Section 7.2 of the Company Warrant Agreement, then the Company and the HTP Parties shall mean use commercially reasonable efforts to effect such settlement in accordance with Section 7.2 of the Company Warrant Agreement, and as a fraction determined condition to such settlement, (i) such blocker entity shall become party hereto and bound by dividing this Agreement as if originally a party hereto as a Blocker Party, including by making representations and warranties in the same manner as the Blocker Parties in Article 5 and becoming subject to the covenants and agreements of the Blocker Parties set forth herein, and the Company, the HTP Parties and Pacer Holdings shall mutually agree to make appropriate adjustments to the terms hereof to permit such blocker entity to become a Blocker Party for all purposes of this Agreement and for the outstanding Equity Securities of such blocker entity to be treated as Blocker Equity Interests for all purposes of this Agreement; provided that, the Parties acknowledge and agree that, (x) upon settlement of the Scheme PriceCompany Warrant by a sale of the equity of a blocker entity of such holder in accordance with Section 7.2 of the Company Warrant Agreement, by such blocker entity shall be deemed to have held Company Common Units, (y) if the volume weighted average per share price Company Series B Preferred Units are not Participating Units, none of Acquiror common stock the adjustments to the terms of the Agreement pursuant to this Section 4.05(c) shall cause the consideration to be received by any holder of Company Series B Preferred Units or the Blocker Owners as of the date hereof to be less than the consideration to be received by such persons if such changes are not made and (denominated in U.S. dollarsz) on the New York Stock Exchange market none of Pacer Holdings, Pacer Corp. Blocker or Pacer X.X. Xxxxxxx is making (or will be deemed to have made) any representation or warranty with respect to such blocker entity, nor shall Pacer Holdings, Pacer Corp. Blocker or Pacer X.X. Xxxxxxx be responsible for the ten any actions taken (10or omitted to be taken) consecutive trading days immediately preceding by such blocker entity, and (but not includingii) the Closing Date holder or Offer Closing Dateholders of the outstanding Equity Securities of such blocker entity shall become a party to, and subject to the terms and restrictions of, the Amended and Restated Registration Rights Agreement for all purposes thereof, including by being subject to the terms of Section 3.6 of the Amended and Restated Registration Rights Agreement; provided that, the Parties acknowledge and agree that any Registrable Securities (as applicable, defined in each case, rounded the Amended and Restated Registration Rights Agreement) held by the holder or holders of the outstanding Equity Securities of such blocker entity were not issued to four decimal placessuch holders as holders of Company Series B Preferred Units.

Company Options. In connection with the transactions contemplated by this Agreement(a) The Company shall take such actions as are necessary to assure that, but no later than the Effective Time or, in the event the Acquisition is effected by way as of the Offer, at the Offer ClosingREIT Effective Time, each option to acquire Common Shares (each, a “Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicableOption”) excluding any Company Options issued under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised Share Incentive Plan and outstanding immediately prior to the REIT Effective Time Time, whether or not then exercisable or vested, by virtue of the REIT Merger and without any further action on the part of the Purchaser Parties, the Company or the Offer Closingholder of that Company Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess of the REIT Merger Consideration per share over the exercise or purchase price per share of such Company Option, and (y) the number of Common Shares subject thereto (the aggregate of such amounts hereinafter referred to as applicable, will be assumed by Acquiror (each, an the “Assumed OptionOption Merger Consideration”). Each such Assumed The payment of the Option shall, except as otherwise agreed Merger Consideration to by Acquiror and a the holder of such Assumed Option, be subject to the same terms and conditions as applied to the related a Company Option immediately prior to the Effective Time shall be reduced by any income or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that employment Tax withholding required under (i) the number of shares of Acquiror common stock Code or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) any applicable state, local or foreign Tax Laws. To the per share exercise price extent that amounts are so withheld, such withheld amounts shall be treated for all purposes under this Agreement as having been paid to the holder of that Company Option. At the REIT Effective Time, all Company Options shall be cancelled and the Company Share Incentive Plan shall terminate. The Company shall take such actions as are necessary to ensure that the Company Share Incentive Plan shall terminate as of the Acquiror common stock/ADRs issuable upon REIT Effective Time. All administrative and other rights and authorities granted under the exercise of each Assumed Option shall be equal Company Share Incentive Plan to the quotient determined by dividing Company, the Company Board or any committee or designee thereof, shall, following the REIT Effective Time, reside with the Surviving Entity. Notwithstanding the foregoing, if the exercise price per share of or unit provided for in any Company Common Stock as of immediately prior Option exceeds the REIT Merger Consideration per share, no cash shall be paid with regard to such Company Option to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up holder of such Company Option. Prior to the nearest whole cent. As soon as reasonably practicable following REIT Effective Time, the Closing Date or Company and the Offer Closing Date, as applicable, Acquiror will deliver Purchaser Parties shall establish a procedure to each holder of an Assumed Option a document evidencing effect the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption surrender of Company Options contemplated by this Section 2.3(a) and payment of the Option Merger Consideration by the Paying Agent out of the Payment Fund. (b) The Company shall take such actions as are necessary to cause dispositions of Company equity securities (including derivative securities) pursuant hereto shall to the transactions contemplated by this Agreement by each individual that is an officer or trustee of the Company to be effected in a manner that satisfies the requirements of Sections 409A and 424(aexempt from Section 16(b) of the Code and Exchange Act under Rule 16b-3 under the Treasury Regulations promulgated thereunder and this provision will be construed consistent Exchange Act in accordance with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesRule 16b-3 No-Action Letter.

Company Options. In connection with (a) Prior to the transactions contemplated by this AgreementClosing, but no later than the Company or the Company Board shall take such actions as are necessary to cause each outstanding Company Option to be fully-vested. Immediately prior to the Effective Time orTime, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, Company shall terminate and cancel each Company Option (whether or not vested or exercisable at that is outstanding and unexercised as of the Effective Time or Time. Neither the Offer Closing, as applicable) excluding Surviving Corporation nor Parent shall assume any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time Time, whether or not then exercisable, and the Offer ClosingCompany shall take any and all action necessary or appropriate to cause the Company Options to be terminated and cancelled prior to the Effective Time. In order to receive payment for a Qualifying Company Option in accordance with this Article II, as applicable, will be assumed by Acquiror each Qualifying Option Holder must provide Parent with a duly completed and validly executed letter of transmittal in the form of Exhibit B attached hereto (each, an “Assumed OptionOption Holder Transmittal Letter”). Each Promptly after the date hereof, the Company shall provide each Qualifying Option Holder with a copy of the Information Statement together with the form of Option Holder Transmittal Letter for completion by such Assumed Qualifying Option shallHolder. (b) After the Effective Time, except as otherwise agreed soon as practicable following the receipt of each Qualifying Option Holder’s Option Holder Transmittal Letter, Parent and the Surviving Corporation shall cause to by Acquiror and a holder of such Assumed Option, be subject paid to each Qualifying Option Holder an amount in cash equal to the same terms and conditions as applied to product of (x) the related number of shares of Company Capital Stock for which such Qualifying Company Option was exercisable immediately prior to the Effective Time or Offer Closing(assuming the full vesting of such Qualifying Company Option) multiplied by (y) the Qualifying Company Option Initial Consideration Per Share. (c) Additionally, as applicableParent shall retain and hold in escrow in accordance with the provisions of Article X, including for the vesting schedule applicable theretobenefit of each such Qualifying Option Holder, except that an amount in cash equal to the product of (ix) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Company Capital Stock for which such Qualifying Company Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by (assuming the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption full vesting of such Assumed Option by Acquiror, indicating thereon (iQualifying Company Option) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, multiplied by (y) the volume weighted average per share price of Acquiror common stock (denominated Qualifying Company Option Escrow Consideration Per Share, which shall be held in U.S. dollars) on escrow by Parent to compensate the New York Stock Exchange market Parent Indemnified Persons for Damages pursuant to and in accordance with the ten (10) consecutive trading days immediately preceding (but not including) terms and conditions set forth in Article X, and, to the Closing Date or Offer Closing Dateextent released to the Qualifying Option Holders pursuant to Article X, as applicable, paid to the Qualifying Option Holders in each case, rounded to four decimal placesaccordance with Section 2.12.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, outstanding and unexercised and outstanding immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Offer Closing, Company Plan and each such Company Option in accordance with the terms (as applicable, will be in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree are appropriate to reflect the assumption of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Acquiror Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related i) each Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that assumed by Parent may be exercised solely for shares of Parent Common Stock; (iii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Assumed Option Company Option, as of in effect immediately prior to the Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio (with Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; (iii) the per share or ADR), and exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (iiA) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as of in effect immediately prior to the Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio, with Ratio and rounding the resulting exercise price per share rounded up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such Company Option shall otherwise remain unchanged; provided, however, that the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. As soon as reasonably practicable Each Company Option so assumed by Parent shall qualify following the Closing Date or Effective Time as an incentive stock option as defined in Section 422 of the Offer Closing DateCode to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, as applicableand, Acquiror will deliver to each holder of an Assumed Option a document evidencing further, the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder thereunder, and this provision Section 5.5(a) will be construed consistent with this intent. Acquiror . (b) Parent shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of file with the Assumed Options. For purposes of the foregoingSEC, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Pricepromptly, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the but no later than ten (10) consecutive trading calendar days immediately preceding after the Effective Time, a registration statement on Form S-8 (but not including) or any successor form), if available for use by Parent, relating to the Closing Date or Offer Closing Date, as applicable, shares of Parent Common Stock issuable with respect to Company Options assumed by Parent in each case, rounded to four decimal placesaccordance with Section 5.5(a).

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each outstanding Company Option (whether or not vested or unvested, exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”unexercisable) that is unexpired, unexercised and outstanding as of immediately prior to the Effective Time or shall, without any further action on the Offer Closingpart of the holder thereof, as applicable, will be assumed by Acquiror the Purchaser and automatically converted into the right to receive an option (each, an a “Assumed Purchaser Option”)) to acquire shares of Purchaser Class A Common Stock reserved for issuance from the Merger Consideration, as described further below. Each such Assumed Subject to the subsequent sentence, each Purchaser Option shall, except as otherwise agreed that corresponds to by Acquiror and a holder of such Assumed Option, Company Option that was originally granted pursuant to the Company Equity Plan will continue to be subject to the same terms and conditions set forth in the Company Equity Plan and the applicable award agreement as applied to the related Company Option in effect immediately prior to the Effective Time or Offer Closing(including, as applicablewithout limitation, including the vesting schedule applicable theretoand acceleration provisions therein), except that any references therein to the Company or Company Common Stock will instead mean the Purchaser and Purchaser Class A Common Stock, respectively. Each Purchaser Option shall: (i) represent the right to acquire a number of shares of Acquiror common stock or American Depository Receipts Purchaser Class A Common Stock reserved for issuance from the Merger Consideration equal to (“ADR”as rounded up to the nearest whole number) representing shares the product of Acquiror common stock subject to each Assumed Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Assumed the corresponding Company Option as of immediately prior to the Effective Time or Offer ClosingTime, as applicable, multiplied by (B) the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), Conversion Ratio; and (ii) the per share have an exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock (as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number quotient of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (iiA) the exercise price per share of such Assumed the corresponding Company Option, and divided by (iiiB) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(aConversion Ratio. (ii) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror The Purchaser shall take all actions reasonably corporate action necessary or appropriate to have available reserve for future issuance or transfer a sufficient number of shares of Acquiror common stock Purchaser Class A Common Stock for delivery upon the exercise of the Assumed Purchaser Options. For purposes , and shall maintain such reserve for so long as any of the foregoingPurchaser Options remain outstanding. From and after the Effective Time, the term “Exchange Ratio” Company shall mean not issue any new awards under the Company Equity Plan. Within a fraction determined by dividing reasonably practicable period (xsubject to SEC rules and guidelines for a former shell company) after the Scheme PriceClosing, by the Purchaser shall file with the SEC a registration statement on Form S-8 (yor any successor form, or, if Form S-8 is not available, other appropriate forms as may be required under applicable Law) relating to the volume weighted average per share price shares of Acquiror common stock (denominated in U.S. dollars) on Purchaser Class A Common Stock issuable with respect to the New York Purchaser Options, and shall maintain the effectiveness of such registration statement for as long as required to issue Purchaser Class A Common Stock Exchange market for pursuant to the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesPurchaser Options.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time orTime, in the event Company Stock Option Plans, the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options and each outstanding option to purchase shares of Company Common Stock under the Company Employee Shares Purchase PlanStock Option Plans, whether vested or unvested, will be assumed by Parent. Company represents and warrants to Parent that Schedule 5.13 ------------- hereto sets forth a true and complete list as amendedof the date hereof of all holders of outstanding options under the Company Stock Option Plans and all other Company Options, other than including the number of shares of Company Options held capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Company shall deliver to Parent an updated Schedule 5.13 hereto ------------- current as of such date. Each such option so assumed by an individual identified by Acquiror Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in Schedule 5.11(b) (eachthe Company Stock Option Plans, an “Identified Option Holder”) that is unexpiredthe Company Options and the applicable stock option agreements, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretoTime, except that (i) the such option will be exercisable for that number of whole shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares Parent Common Stock equal to the product of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to that were issuable upon exercise of such Assumed Option as of option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the resulting number and rounded down to the nearest whole share or ADR)number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs Parent Common Stock issuable upon the exercise of each Assumed Option shall such assumed option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of at which such option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon , subject to any adjustments necessary to protect the status of any option as reasonably practicable following the Closing Date or the Offer Closing Date, an incentive stock option as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as defined in Section 422 of the Closing Date or Offer Closing Date, as applicableCode. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time as incentive stock options as defined in a manner that satisfies the requirements of Sections 409A and 424(a) Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. As soon as practicable (and in any event within thirty (30) business days after the Treasury Regulations promulgated thereunder Effective Time, Parent will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Stock Option Plans or a Company Option a document, in form and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate substance submitted to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the Company at least ten (10) consecutive trading days immediately preceding (but not including) before the Closing Date or Offer Closing Dateand reasonably satisfactory to Company, as applicableevidencing the foregoing assumption of such option by Parent. All Company Options assumed by Parent hereunder will be exercisable in accordance with their terms without regard to whether such document has been delivered to the holder thereof. (b) All outstanding rights of Company which it may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock (the "Repurchase Options") shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and conditions in effect immediately prior to the Effective Time, in each case, rounded except that the shares purchasable pursuant to four decimal placesthe Repurchase Options and the purchase price per shall be adjusted to reflect the Exchange Ratio.

Company Options. In connection with (i) At least 20 days prior to the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingClosing Date, each holder of outstanding options to purchase Shares (“Company Options”), whether vested or unvested, that was granted under the Stock Plans and that has an exercise price per Share underlying such Company Option (whether or not vested or exercisable the “Applicable Exercise Price”) that is greater than the Per Share Cash Merger Consideration shall be provided with written notice that such holder shall, during the period beginning on the date of such notice and ending on the business day preceding the Closing Date (the “Exercise Period”), have the right to exercise such Company Option by providing the Company with a notice of exercise and a cash amount equal to (A) the Applicable Exercise Price, less (B) the Per Share Cash Merger Consideration, with such exercise conditioned on the occurrence of the Effective Time. Each Company Option that is exercised pursuant to this Section 4.3(a)(i) shall be settled at the Effective Time or the Offer Closing, as applicable) excluding any in exchange for one Contingent Value Right in respect of each Share underlying such Company Options under the Option. Any Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth Option described in Schedule 5.11(b) (each, an “Identified Option Holder”this Section 4.3(a)(i) that is unexpired, unexercised and not exercised during the Exercise Period shall be cancelled at the Effective Time for no consideration. (ii) Each Company Option that remains outstanding immediately prior to the Effective Time and that has an Applicable Exercise Price that is equal to or less than the Offer Closing, as applicable, will Per Share Cash Merger Consideration shall be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror cancelled and a shall only entitle the holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to receive, as soon as reasonably practicable after the Effective Time or Offer ClosingTime, as applicable, including the vesting schedule applicable thereto, except that (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be an amount in cash equal to the quotient determined product of (1) the total number of Shares underlying the Company Option multiplied by dividing (2) the excess, if any, of the Per Share Cash Merger Consideration over the exercise price per share of Share underlying such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, less applicable Taxes required to be withheld with respect to such payment and (iiiB) one Contingent Value Right for each Share underlying the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesOption.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (Option, whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicableunvested, will be assumed by Acquiror (each, an “Assumed Option”)NetRatings as contemplated by this Section 5.4. Each such Assumed Option shall, except Section 5.4 of the Company Disclosure Schedule hereto sets forth a true and complete list as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Closing Date of all holders of outstanding Company Option immediately prior to the Effective Time or Offer Closing, as applicableOptions, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to each such Assumed option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. Each such Company Option as so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Common Exchange Ratio (with the resulting number and rounded down to the nearest whole share or ADR)number of shares of NetRatings Common Stock, and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs NetRatings Common Stock issuable upon the exercise of each Assumed Option shall such assumed option will be equal to the quotient determined by dividing the exercise price per share of at which such Company Common Stock as of Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by the Common Exchange Ratio, with the resulting price per share rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. As soon Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as reasonably practicable following contemplated by the Closing Date preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Offer Closing DateCompany Options in the Merger. Within 20 business days after the Effective Time, as applicable, Acquiror NetRatings will deliver issue to each person who, immediately prior to the Effective Time, was a holder of an Assumed outstanding Company Option a document in form and substance reasonably satisfactory to ACN evidencing the foregoing assumption of such Assumed Company Option by AcquirorNetRatings. (b) As soon as practicable after the Effective Time, indicating thereon but in any event within 30 days thereafter, NetRatings shall file a registration statement on Form S-8 (i) or any successor or other appropriate forms), with respect to the aggregate number shares of shares/ADRs of Acquiror common stock issuable upon NetRatings Common Stock subject to the exercise thereof, (ii) Company Options assumed by NetRatings and shall use its best efforts to maintain the exercise price per share effectiveness of such Assumed Option, registration statement or registration statements (and (iii) maintain the portion of such Assumed Option that is vested and unvested as current status of the Closing Date prospectus or Offer Closing Date, prospectuses in connection therewith) for so long as applicable. It is the intention of the parties that the assumption of assumed Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesremain outstanding.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) option (each, an a “Identified Option HolderCompany Option”) to purchase shares of Company Common Stock granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”), whether vested or unvested, that is unexpired, unexercised and outstanding immediately prior to the Effective Time or shall, at the Offer ClosingEffective Time, as applicablecease to represent a right to acquire shares of Company Common Stock and shall be converted, will be assumed by Acquiror at the Effective Time, into an option to purchase shares of Parent Common Stock (each, an a “Assumed Parent Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to on the same terms and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as applied to the related were applicable under such Company Option as of immediately prior to the Effective Time and specifically subject to any provisions providing for accelerated vesting upon certain terminations of employment following the consummation of the transactions contemplated hereby, whether contained in the Company Equity Plan, an applicable award agreement, an employment agreement, or Offer Closing, any other agreement or severance plan (or in any consent or approval adopted by the Company’s Board of Directors (or a committee thereof)) governing the terms of such Company Option as applicable, including in effect immediately prior to the vesting schedule applicable thereto, except that (i) the Effective Time. The number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed such Parent Option shall be determined by multiplying equal to (i) the number of shares of Company Common Stock subject to such Assumed each Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by (ii) the Exchange Ratio (with the resulting number Ratio, rounded down down, if necessary, to the nearest whole share or ADR)of Parent Common Stock, and (ii) the such Parent Option shall have an exercise price per share exercise price of (rounded up to the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be nearest whole cent) equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option divided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of immediately prior to the Effective Time or Offer Closing(taking into account the effect of any accelerated vesting thereof, as if applicable) by reason of its qualification under Section 422 of the Code, by the Exchange Ratioexercise price, with the resulting price per share rounded up number of shares of Parent Common Stock subject to such option and the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder terms and conditions of an Assumed Option a document evidencing the foregoing assumption exercise of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto option shall be effected determined in a manner that satisfies consistent with the requirements of Sections 409A and Section 424(a) of the Code; provided further, that in the case of any Company Option to which Section 409A of the Code and applies as of the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient Effective Time, the exercise price, the number of shares of Acquiror common stock for delivery upon Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the Assumed Options. For purposes requirements of Section 409A of the foregoing, Code in order to avoid the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price imposition of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesany additional taxes thereunder.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”portion thereof) that is unexpired, unexercised outstanding and outstanding vested as of immediately prior to the Effective Time (or vests as a result of the Offer Closingconsummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger and at the direction of Parent (which is hereby given pursuant to this Agreement), be cancelled and terminated and converted into the right to receive an amount in cash, without interest, with respect to each share underlying such Cancelled Option, equal to the excess, if any, of the product of the Exchange Ratio multiplied by the Parent Average Closing Price, over the per share exercise price of such Cancelled Option (such amount being hereinafter referred to as applicablethe “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, will or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, an amount in cash equal to the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Cash Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any cash payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any income or employment tax withholding required under the Code any Applicable Law or as otherwise agreed by the parties at the time the Company Option was granted. (ii) At the Effective Time, each Company Option (or portion thereof) that is outstanding and unvested as of immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall be assumed by Acquiror Parent (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, shall be subject to substantially the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicableTime, including the vesting schedule applicable thereto, except that (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed Option shall be determined by multiplying equal to the product of (x) the number of shares of Company Common Stock subject to underlying such unvested Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by (y) the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADRshare), and (iiB) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share of Company Common Stock as of at which such Assumed Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by (y) the Exchange Ratio, Ratio (with the resulting price per share rounded up to the nearest whole cent). As soon as reasonably practicable Each Assumed Option so assumed by Parent shall qualify following the Closing Date or Effective Time as an incentive stock option as defined in Section 422 of the Offer Closing Date, as applicable, Acquiror will deliver Code to each holder the extent permitted under Section 422 of an Assumed Option a document evidencing the foregoing assumption of Code and to the extent such Assumed Option by Acquirorqualified as an incentive stock option prior to the Effective Time, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereofand, (ii) the exercise price per share of such Assumed Optionfurther, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Assumed Options pursuant hereto to this Section shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder thereunder, and this provision Section 6.11(b) will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal places.

Company Options. In connection with (i) Except as set forth in Section 2.8 of the transactions contemplated by this AgreementCompany Disclosure Letter, but no later than at the Effective Time, each outstanding and unexercised Company Option that is vested or that, pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time or(with any performance conditions applicable to such Company Options determined in accordance with the applicable award agreement relating thereto as of immediately prior to the Effective Time), in the event the Acquisition is effected by way and has an exercise price per share of the Offer, Company Common Stock at the Offer Closing, each which such Company Option (whether or not vested or was exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or less than the Offer Closing, as applicablePer Share Price, will be assumed by Acquiror (eachautomatically, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a without any action on the part of the holder of such Assumed Optionthereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to the same terms and conditions as applied applicable withholding Taxes, equal to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that product of (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by and (B) the Exchange Ratio excess of the Per Share Price over the exercise price per share of such Company Option (with the resulting number rounded down to the nearest whole share or ADR“Cash-Out Option Consideration”), and . (ii) the per share exercise price Except as set forth in Section 2.8 of the Acquiror common stock/ADRs issuable upon Company Disclosure Letter, at the exercise of Effective Time, each Assumed Company Option shall be equal to the quotient determined by dividing the that is not cancelled in accordance with Section 2.8(a)(i) and has an exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time less than the Per Share Price shall, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and converted into the contractual right to receive a payment in an amount in cash (without interest and subject to applicable withholding Taxes) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon and (iB) the aggregate number excess of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) Per Share Price over the exercise price per share of such Assumed Company Option (each, a “Converted Option Cash Award”). Except as otherwise provided in this Section 2.8(a)(ii), each Converted Option Cash Award will be subject to the same terms and conditions (including applicable vesting provisions, but excluding exercise provisions) as applied to the corresponding Company Option immediately prior to the Effective Time and will become payable to the holder thereof in accordance with the original vesting schedule applicable to the corresponding Company Option; provided, and (iii) that each Converted Option Cash Award shall provide that the portion unvested portion, if any, of such Assumed Converted Option that is vested Cash Award will immediately vest and unvested as become payable upon a termination of the Closing Date holder’s employment or Offer Closing Date, services by the Surviving Corporation or any of its Subsidiaries without “Cause” or a resignation by the holder for “Good Reason” (each as applicable. It is the intention defined in Section 6.10(d) of the parties Company Disclosure Letter) that occurs within the assumption of Company Options pursuant hereto twelve (12) month period following the Effective Time. The transactions contemplated by this Section 2.8(a)(ii) shall in all cases be effected in a manner that satisfies the requirements of Sections intended to comply with Section 409A and 424(a) of the Code Code. (iii) At the Effective Time, each outstanding and unexercised Company Option (whether vested or unvested) that has an exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Treasury Regulations promulgated thereunder and this provision Effective Time that is equal to or greater than the Per Share Price, will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise automatically, without any action on the part of the Assumed Options. For purposes of the foregoingholder thereof, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market be cancelled for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesno consideration.

Company Options. In connection with As provided by the transactions contemplated Plan of Arrangement, and notwithstanding any vesting or exercise or other provisions to which a Company Option might otherwise be subject (whether by this Agreementcontract, but no later than the Effective Time orconditions of grant, in applicable Law or the event the Acquisition is effected by way terms of the Offer, at the Offer Closingapplicable Company Option Plan governing such Company Option), each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer ClosingTime, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to without any further action by Acquiror and or on behalf of a holder of such Assumed Optionholder, be exchanged for a Parent Replacement Option exercisable to purchase from the Parent the number of Parent Shares equal to the product of (A) the number of Company Shares subject to the same terms and conditions as applied Company Option immediately before the Effective Time multiplied by (B) the Exchange Ratio (provided that if the foregoing would result in the issuance of a fraction of a Parent Share on any particular exercise of Parent Replacement Options, then the number of Parent Shares otherwise issued shall be rounded down to the related nearest whole number of Parent Shares). The exercise price per Parent Share subject to any such Parent Replacement Option shall be an amount equal to the quotient of (X) the exercise price per Company Share underlying the exchanged Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that divided by (iY) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with provided that the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share aggregate exercise price of the Acquiror common stock/ADRs issuable upon the payable on any particular exercise of each Assumed Option Parent Replacement Options shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent). As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon It is intended that (i) the aggregate number provisions of shares/ADRs subsection 7(1.4) of Acquiror common stock issuable upon the exercise thereof, Tax Act apply to the aforesaid exchange of options and (ii) such exchange of options be treated as other than the grant of a new stock right or a change in the form of payment pursuant to section 1.409A-1(b)(5)(v)(D) of the U.S. Treasury Regulations. Accordingly, and notwithstanding the foregoing, if required, the exercise price per share of a Parent Replacement Option will be adjusted such Assumed that the In The Money Value of the Parent Replacement Option immediately after the exchange does not exceed the In-The-Money Value of the Company Option for which it was exchanged immediately before the exchange. All terms and conditions of a Parent Replacement Option, including the term to expiry, conditions to and (iii) manner of exercising, will be the portion of such Assumed same as the Company Option that is vested for which it was exchanged, and unvested as shall be governed by the terms of the Closing Date or Offer Closing Dateapplicable Company Option Plan and any document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Parent Replacement Option, as applicable. It is provided that the intention provisions of Section 7.1 of the parties New Company Option Plan shall apply to all Parent Replacement Options that would otherwise be governed by the assumption Legacy Company Option Plan for a period of Company Options pursuant hereto shall be effected in a manner that satisfies ninety (90) days following the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesEffective Time.

Company Options. In connection with Separately from the transactions contemplated by this Agreement, Amalgamation but no later than the Effective Time or, in the event the Acquisition is effected by way as of the Offer, at the Offer ClosingAmalgamation Effective Time, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Amalgamation Effective Time Time, whether vested or unvested, shall, automatically and without any required action on the Offer Closingpart of any holder or beneficiary thereof, as applicable, will be assumed by Acquiror PubCo and converted into an option to purchase PubCo Shares (each, an “Assumed Option”)) under the PubCo Equity Plans. Each such Assumed Option shall, except as otherwise agreed shall continue to by Acquiror have and a holder of such Assumed Option, be subject to substantially the same terms and conditions as applied were applicable to the related such Company Option immediately prior to the Amalgamation Effective Time or Offer Closing(including expiration date, as applicablevesting conditions, including the vesting schedule applicable theretoand exercise provisions), except that (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the exercisable for that number of shares of Company Common Stock subject to such Assumed Option as of immediately prior PubCo Shares equal to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio product (with the resulting number rounded down to the nearest whole share or ADR), number) of (y) the number of Company Shares subject to such Company Option immediately prior to the Amalgamation Effective Time multiplied by (z) the Exchange Ratio; and (iiB) the per share exercise price for each PubCo Share issuable upon exercise of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share (rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option ) obtained by Acquiror, indicating thereon dividing (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (iiy) the exercise price per share of Company Share subject to such Assumed Option, and Company Option immediately prior to the Amalgamation Effective Time by (iiiz) the portion Exchange Ratio; provided, however, that the exercise price and the number of PubCo Shares purchasable under each Assumed Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of PubCo Shares purchasable under such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected determined in accordance with the foregoing in a manner that satisfies the requirements of Sections 409A and Section 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesCode.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, outstanding and unexercised and outstanding immediately prior to the Effective Time under the Company Plan, whether or the Offer Closingnot vested, as applicable, will shall be assumed by Acquiror Parent and converted into an option to purchase Parent Common Stock, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which each such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the assumption of the Company Options by Parent). All rights with respect to Company Common Stock under Company Options assumed by Parent (each, an “Assumed Option”) shall thereupon be converted into rights with respect to Parent Common Stock in accordance with this Section 5.5(a). Each such Accordingly, from and after the Effective Time: (i) each Assumed Option shall, except as otherwise agreed to by Acquiror and a holder may be exercised solely for shares of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that Parent Common Stock; (iii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Assumed Option Company Option, as of in effect immediately prior to the Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio (with Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; (iii) the per share or ADR), and exercise price for the Parent Common Stock issuable upon exercise of each Assumed Option shall be determined by dividing (iiA) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as of in effect immediately prior to the Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio, with Ratio and rounding the resulting exercise price per share rounded up to the nearest whole cent. As soon as reasonably practicable following ; and (iv) any restriction on the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder exercise of an any Assumed Option a document evidencing shall continue in full force and effect and the foregoing assumption term, exercisability, vesting schedule and other provisions of such Assumed Company Option by Acquirorshall otherwise remain unchanged; provided, indicating thereon that: (iA) Parent may amend the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as terms of the Closing Date or Offer Closing Date, as applicable. It is Company Options and the intention Company Plan to reflect Parent’s substitution of the parties Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the assumption adjustment of Company Options pursuant hereto upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall be effected in a manner that satisfies succeed to the requirements of Sections 409A authority and 424(a) responsibility of the Code and Company Board or any committee thereof with respect to each Assumed Option. (b) Parent shall file with the Treasury Regulations promulgated thereunder and this provision will be construed consistent SEC, promptly, but no later than thirty (30) days after the Effective Time, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock issuable with this intent. Acquiror respect to Company Options assumed by Parent in accordance with Section 5.5(a). (c) Prior to the Effective Time, the Company shall take all actions reasonably that may be necessary or appropriate (under the Company Plan and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated no rights with respect thereto other than those specifically provided in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesthis Section 5.5.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (1) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not that is vested or exercisable at as of the Effective Time or that becomes vested as a result of the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and transactions set forth in Schedule 5.11(b) (eachthis Agreement as of the Effective Time, an “Identified Option Holder”) and that is unexpired, unexercised and outstanding immediately prior to the Effective Time or (collectively, the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed OptionCashed-Out Options”). Each such Assumed Option ) shall, except as otherwise agreed to by Acquiror on the terms and a holder of such Assumed Option, be subject to the same terms conditions set forth in this Agreement, terminate in its entirety at the Effective Time, and conditions as applied the holder of each Cashed-Out Option shall be entitled to receive therefore an amount of cash equal to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that product of (i) the number of shares of Acquiror common stock or American Depository Receipts Company Common Stock as to which such Company Option is exercisable at the Effective Time and (ii) the excess, if any, of the per share Merger Consideration over the per share exercise price of such Company Option immediately prior to the Effective Time. (2) At the Effective Time, each Company Option that is unvested as of the Effective Time, and that is unexpired and outstanding immediately prior to the Effective Time (collectively, the “ADRNon-Cashed-Out Options”) representing shares of Acquiror common stock shall, on the terms and subject to each Assumed Option shall the conditions set forth in this Agreement, be determined by multiplying converted into the right to receive from Parent or any direct or indirect Subsidiary thereof after the Effective Time an amount of cash equal to the product of (x) the number of shares of Company Common Stock subject as to which such Assumed Non-Cashed-Out Option as has become vested and exercisable multiplied by (y) the excess, if any, of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole per share or ADR), and (ii) Merger Consideration over the per share exercise price of such Non-Cashed-Out Option, it being understood that in no event shall such Non-Cashed-Out Options be exercisable for any equity securities of Parent, the Acquiror common stock/ADRs issuable upon the exercise Company or any of each Assumed Option their Subsidiaries. Any holder of Non-Cashed-Out Options shall be equal entitled to receive such amount with respect to any Non-Cashed-Out-Option at the quotient determined time that any such Non-Cashed-Out-Option would have vested under the relevant Company Stock Plan and agreement thereunder, on condition that at such time such holder continues to be employed by dividing Parent, the exercise price per share Surviving Corporation or any (direct or indirect) Subsidiary of Parent; provided, however, that any holder of Non-Cashed-Out-Options who is dismissed from his or her employment without cause, or who resigns with good reason (as “cause” and “good reason” are defined in the Company Common Stock Plan or such holder’s employment terms and conditions at the time of such dismissal or resignation, as of applicable), at any time until July 31, 2008, shall be entitled to receive, with respect to each Company Option that was a Non-Cashed-Out Option that is unvested, unexpired and outstanding immediately prior to such dismissal or resignation, such amount as soon as administratively practicable following such dismissal or resignation; provided, further, that, so long as a holder of an unvested, unexercised and outstanding Company Option that was a Non-Cashed-Out Option continues to be employed by Parent, the Effective Time Surviving Corporation or Offer Closingany (direct or indirect) Subsidiary of Parent, upon such holder’s death or permanent disability (as “permanent disability” is defined in the Company Stock Plan or such holder’s employment terms and conditions at the time of such permanent disability, as applicable), by the Exchange Ratiosuch holder shall be entitled to receive, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver respect to each holder of an Assumed Company Option that was a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Non-Cashed-Out Option that is vested unvested, unexpired and unvested outstanding immediately prior to such holder’s death or permanent disability, such amount as soon as administratively practicable following notification of Parent, the Surviving Corporation or any (direct or indirect) Subsidiary of Parent of such holder’s death or permanent disability. (3) As of the Closing Date Effective Time, the Company Stock Plans and the Company 2005 Employee Stock Participation Plan (the “ESPP”) shall terminate and all rights under the Company Options and the ESPP shall be cancelled. The Company shall use commercially reasonable efforts, including delivery of all notices, to effectuate the provisions of this Section 1.6(b), and to ensure that, from and following the Effective Time, no Person shall have any right under the Company Stock Plans, the ESPP, Restricted Stock or Offer Closing Date, as applicable. It is the intention Company Options with respect to equity securities of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesCompany.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time orTime, in the event the Acquisition is effected by way virtue of the OfferMerger, at and without any action on the Offer Closingpart of any holder of an option to purchase Company Common Stock granted under the Company Option Plan (a "Company Option"), each Company Option (whether or not vested or exercisable that is then outstanding and unexercised shall, at the Effective Time or election of the Offer Closingholder thereof pursuant to Section 1.9(b), as applicablebe either: (i) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror Purchaser and converted into an option to purchase Purchaser Common Stock (each, an “Assumed a "Substituted Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to ") on the same terms and conditions as applied are in effect with respect to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretoTime, except that (iA) each Substituted Option may be exercised solely for shares of Purchaser Common Stock, (B) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Purchaser Common Stock subject to each Assumed Substituted Option shall be determined by multiplying equal to the number of shares of Company Common Stock subject to such Assumed the assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with Ratio, the resulting number rounded product being rounded, if necessary, up or down to the nearest whole share or ADR)share, and (iiC) the per share exercise price under each Substituted Option shall be equal to the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed assumed Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, divided by the Exchange Ratio, with the resulting price per share rounded quotient being rounded, if necessary, up or down to the nearest whole cent. As soon as reasonably practicable following ; (ii) cancelled and all rights thereunder be extinguished ("Cancelled Option"), in consideration for which Company shall make payment immediately after the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of Effective Time in an Assumed Option a document evidencing the foregoing assumption of such Assumed Option amount determined by Acquiror, indicating thereon multiplying (iA) the aggregate number of shares/ADRs shares of Acquiror common stock issuable upon Company Common Stock underlying such Company Option immediately prior to the exercise thereofEffective Time by (B) an amount equal to the excess (if any) of (x) the Per Share Cash Consideration, over (iiy) the exercise price per share of such Assumed Company Option, and ; or (iii) the portion of such Assumed Option that is vested assumed by Purchaser and unvested converted into an option to purchase Purchaser Common Stock as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected provided in Section 1.9(a)(i) with respect to a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock Company Common Stock subject to such Company Option designated by the holder thereof and cancelled in consideration for delivery upon exercise payment as provided in Section 1.9(a)(ii) with respect to the remaining shares of Company Common Stock subject thereto. (b) In order for any holder of a Company Option to have his or her Company Options converted into a Substituted Option as set forth in Section 1.9(a)(i) or to receive cash in exchange for a Cancelled Option as set forth in Section 1.9(a)(ii) or to receive a Substituted Option and cash as set forth in Section 1.9(a)(iii), such holder shall have executed a written election with respect to such conversion or cancellation no later than three business days prior to the Assumed OptionsEffective Time, which written election shall be in such form as shall be prescribed by Company and reasonably satisfactory to Purchaser. For purposes No payment shall be made to a holder of a Cancelled Option unless and until such holder has executed and delivered the foregoingforegoing written election. In the event any holder of a Company Option fails to make an election within the time frame set forth herein, the term “Exchange Ratio” Company Option held thereby shall mean a fraction determined by dividing (x) automatically be converted at the Scheme Price, by (y) Effective Time into an option to purchase Purchaser Common Stock in the volume weighted average per share amount and at the exercise price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded calculated pursuant to four decimal places.Section 1.9(a)(i). 4

Company Options. In connection As contemplated by and in accordance with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingOption Termination Agreements, each Company Option (Option, whether or not vested or exercisable at the Effective Time or the Offer Closingunvested, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, outstanding and unexercised and outstanding immediately prior to the Effective Time or of the Offer Closing, Merger shall be cancelled as applicable, will be assumed by Acquiror of the Effective Time (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed without regard to by Acquiror and a holder the exercise price of such Assumed Option) in exchange for the right to receive from the Surviving Corporation (or a Subsidiary thereof) or Purchaser, be subject to in accordance with this Section 2.4(e) and the same terms and conditions as applied to of this Agreement, the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that following: (i) Upon the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject Effective Time, a cash payment, if any, in an amount equal to the Per Common Share Closing Merger Consideration with respect to each Assumed Option shall be determined by multiplying the number share of shares of Company Common Stock subject to underlying such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number aggregate amount of such payment rounded down to the nearest whole share or ADR)cent, and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing minus the exercise price per for each share of Company Common Stock as of immediately prior underlying such Option (the “Closing Option Payment Amount”), such amount to be paid to the Effective Time or Offer Closing, holder of such Option as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date Effective Time either (1) through the payroll of the appropriate Amtrol Company (without interest), less such amount as is required to be withheld or deducted under the Offer Closing Date, as applicable, Acquiror will deliver Code or any applicable provision of applicable Law with respect to making such payment in the amount (with regard to each holder Company Optionholder who was an employee of any Amtrol Company at the time the Option was issued) or (2) by check or wire transfer of immediately available funds (with regard to each Company Optionholder who was not an Assumed employee of any Amtrol Company at the time the Option a document evidencing was issued); provided, however, that if the foregoing assumption Closing Option Payment Amount is equal to or less than zero ($0), then such Option shall not be eligible to receive any portion of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, Closing Merger Consideration. (ii) Following the Effective Time, upon any Post-Closing Payment, a cash payment in an amount equal to the Per Common Share Post-Closing Payment with respect to each share of Common Stock underlying such Option with the aggregate amount of such payment rounded down to the nearest cent, minus, to the extent that such Post-Closing Payment is the first payment hereunder with respect to which such Option is an Eligible Option, the exercise price per for each share of Common Stock underlying such Assumed Option, and such amount to be paid to the holder of such Option as soon as reasonably practicable following such Post-Closing Payment either (1) through the payroll of the appropriate Amtrol Company (without interest), less such amount as is required to be withheld or deducted under the Code or any applicable provision of applicable Law with respect to making such payment in the amount (with regard to each Company Optionholder who was an employee of any Amtrol Company at the time the Option was issued) or (2) by check or wire transfer of immediately available funds (with regard to each Company Optionholder who was not an employee of any Amtrol Company at the time the Option was issued); provided, however, that if such Post-Closing Payment taken together with all prior Post-Closing Payments are in the aggregate equal to or less than zero ($0), then such Option shall not be eligible to receive any portion of such applicable Post-Closing Payment. (iii) For the portion avoidance of such Assumed Option that is vested doubt, any amounts paid to a Company Optionholder pursuant to Section 2.4(e)(i) and unvested Section 2.4(e)(ii) shall be contributed by Purchaser to the Company, and paid by the Company to the Company Optionholder as payment in cancellation of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesOption.

Company Options. (A) Each In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Money Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option vested shall be determined by multiplying cancelled and converted into and represent the right to receive an amount of cash, without interest, equal to (1) the number of shares of Company Common Stock subject to such Assumed In the Money Option multiplied by (2) the Per Share Merger Consideration less the exercise price per share of such In the Money Option in effect immediately prior to the Effective Time; provided that the Surviving Corporation and Parent shall be entitled to deduct and withhold from such amount the amount of any required withholding Tax. The amount payable pursuant to this Section 2.7(a)(ii)(A) shall be rounded to the nearest cent and computed after aggregating cash amounts for all In the Money Options represented by a particular grant held by such Person and shall be paid by Parent or its designee (including the Company’s payroll provider) no later than the second regularly scheduled payroll cycle of Parent following the Closing Date. (B) Each In the Money Option that is unvested and held by a Continuing Employee (“Rollover Option”) shall, as of the Effective Time, be assumed by Parent. Each such Rollover Option shall continue to have, and be subject to, the same terms and conditions as are in effect immediately prior to the Effective Time or Offer Closing(including with respect to vesting), as applicable, by except that (1) such option shall be exercisable for that number of whole shares of Parent Common Stock equal to the Exchange Ratio product (with the resulting number rounded down to the nearest next whole number of shares of Parent Common Stock, with no cash being payable for any fractional share or ADR)eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Exchange Ratio, and (ii2) the per share exercise price for the shares of the Acquiror common stock/ADRs Parent Common Stock issuable upon the exercise of each Assumed such Rollover Option shall be equal to the quotient determined (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock as of at which such In the Money Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up and (3) Parent’s board of directors or a committee thereof shall succeed to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as authority of the Closing Date Company Board or Offer Closing Date, as applicableany committee thereof with respect to the Rollover Options and the Company Option Plans. It is the intention intent of the parties hereto that to the assumption extent permitted by Applicable Law, all Rollover Options that prior to the Effective Time were treated as incentive or non-qualified stock options under the Code shall from and after the Effective Time continue to be treated as incentive or non-qualified stock options, respectively, under the Code. (C) Each In the Money Option that is unvested and held by a Person other than a Continuing Employee and each Out of Company Options pursuant hereto the Money Option shall not be assumed, substituted or converted by Parent and shall be effected in a manner that satisfies the requirements of Sections 409A cancelled and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available extinguished for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesno consideration.

Company Options. In connection with (i) The Company has exercised and will exercise its powers under the transactions contemplated by this Agreement, but no later than the Effective Time or, Equity Plans so as to ensure Company Options are treated in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option manner set out in this clause. (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicableii) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately Immediately prior to the Effective Time or the Offer ClosingTime, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed each outstanding Vested Company Option shall, except automatically and without any action on the part of the holder thereof, be exchanged for the contractual right to receive from the Parent Group (without interest), (A) that portion of the Aggregate Consideration (as otherwise agreed adjusted herein) to by Acquiror which such Vested Option is entitled pursuant to the Distribution Waterfall; and a (B) that portion of Post-Closing Payments to which such Vested Option is entitled pursuant to the Distribution Waterfall, in each case less applicable withholding Tax and shall thereafter cease to represent an option to purchase Ordinary Shares or to have any other rights save for the right to receive the foregoing consideration. It is acknowledged that, in accordance with the terms of the Equity Plans, each holder of the Vested Company Options has a contractual right to receive a pro rata portion of the Aggregate Consideration and Post-Closing Payments as if the Vested Company Options had been exercised and Ordinary Shares had been issued, but in all cases less the aggregate exercise price that would have been payable in respect of such Assumed Optionissuance. The Company’s contractual obligation to ensure the holders of Vested Company Options receive the consideration set-out above shall be satisfied upon payment of the consideration set-out in this Merger Agreement and the Distribution Waterfall. For the avoidance of doubt, be subject any withholding Tax required with respect to the same terms and conditions as applied to Company Options, other than 102 Company Options and/or 102 Shares, shall be discharged by the related Company Option immediately prior to the Effective Time or Offer ClosingParent retaining Shift4 Payments, as applicable, including the vesting schedule applicable thereto, except that (i) the number of Inc.’s Class A shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall that would otherwise be determined by multiplying the number of shares of Company Common Stock subject distributed to such Assumed Option as holder with a fair market value on the date of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be such distribution equal to the quotient determined by dividing amount of withholding Tax required to be remitted with respect to such distribution of the exercise price per share Equity Consideration, and Parent agrees to remit the cash amount of Company Common Stock as of immediately prior any such withholding Taxes to the Effective Time or Offer Closingrelevant Taxing authority. For the avoidance of doubt, the contractual right of the holders of Vested Company Options to receive payment in respect of the Vested Company Options shall be separate to any payment made pursuant to clause 11(a) of the Memorandum of Association. Any Equity Consideration Amount issued in consideration for 102 Company Options shall be issued as applicable, by a share award under the Exchange Ratio, Parent Equity Plan pursuant to the provisions of Section 102(b)(2) and Section 102(b)(3) of the ITO and deposited with the resulting price per share rounded up 102 Trustee all in accordance with and subject to obtaining the nearest whole cent. As soon as reasonably practicable following the Closing Date 102 Israeli Tax Ruling or the Offer Closing DateInterim 102 Israeli Tax Ruling. For the avoidance of doubt, as applicable, Acquiror will deliver the contractual right of the holders of 102 Company Options shall be separate to each holder any payment made pursuant to clause 11(a) of an Assumed Option a document evidencing the foregoing assumption Memorandum of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and Association. (iii) At the portion of such Assumed Effective Time, each outstanding Unvested Company Option that is vested shall automatically and unvested as without any action on the part of the Closing Date or Offer Closing Dateholder thereof, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A cancelled for no consideration and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate cease to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesrepresent an option.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised vested in accordance with its terms and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing(each, as applicablea “Vested Company Option”) shall, by automatically and without any required action on the Exchange Ratio (with part of the resulting number rounded down holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the nearest whole share or ADR), and product obtained by multiplying (ii1) the per excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Vested Company Option, by (2) the total number of shares of Company Common Stock underlying such Vested Company Option, subject to any required withholding of Taxes (the Acquiror common stock/ADRs issuable upon the exercise of each Assumed “Vested Company Option shall be equal to the quotient determined by dividing Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be cancelled as of the Effective Time without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time or Offer Closingand that is not a Vested Company Option (each, as applicablean “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an aggregate amount in cash, without interest, equal to the product obtained by multiplying (1) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such Unvested Company Option, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i2) the aggregate total number of shares/ADRs shares of Acquiror common stock issuable upon Company Common Stock underlying such Unvested Company Option (the exercise thereof“Unvested Company Option Consideration”); provided, (ii) however, that if the exercise price per share of such Assumed Option, and (iii) the portion Company Common Stock of such Assumed Unvested Company Option that is vested and unvested equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled as of the Closing Date Effective Time without any cash payment or Offer Closing Dateother consideration being made in respect thereof. Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration will vest and become payable at the same time as applicable. It is the intention Company Option from which such Unvested Company Option Consideration was converted would have vested pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time, including vesting acceleration terms (except for terms rendered inoperative by reason of the parties that transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the assumption reasonable and good faith determination of Company Options pursuant hereto shall be effected in a manner that satisfies Parent are appropriate to conform the requirements of Sections 409A and 424(a) administration of the Code and Unvested Company Option Consideration amounts, provided that no such changes shall adversely affect the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise rights of the Assumed Options. For purposes applicable holder of Unvested Company Option Consideration unless necessary to comply with applicable Law) with respect to receipt of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesUnvested Company Option Consideration.

Company Options. In connection with (a) At the transactions Effective Time, and except as may be contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingSection 5.11 hereof, each Company Option (which is then outstanding, whether or not vested or exercisable at exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Acquiror Common Stock, and the Effective Time or Acquiror shall assume each Company Option, in accordance with the Offer Closing, as applicable) excluding any Company Options under terms of the Company Employee Shares Purchase Plan, as amended, other than Company Options held Stock Option Plans and stock option agreement by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that which it is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretoevidenced, except that from and after the Effective Time, (i) the Acquiror and its Board of Directors or a duly authorized committee thereof shall be substituted for the Company and the Company's Board of Directors or duly authorized committee thereof administering the Company Stock Option Plan, (ii) each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock, (iii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Common Stock subject to each Assumed Option such Company Options shall be determined by multiplying equal to the number of shares of Company Common Stock subject to such Assumed Option as of Company Options immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the Ratio, provided that any fractional shares of Acquiror Common Stock resulting number from such multiplication shall be rounded down to the nearest whole share or ADR)share, and (iiiv) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of under each Assumed such Company Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under each such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option by the Exchange Ratio, with the resulting provided that such exercise price per share shall be rounded up to the nearest whole cent. Notwithstanding the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code, and all Company Options shall be adjusted, if necessary, so as not to impair the eligibility of the Merger for pooling of interests accounting treatment. The Acquiror and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 2.9(a). (b) As soon as reasonably practicable following after the Closing Date or Effective Time, the Offer Closing Date, as applicable, Acquiror will shall deliver to each holder of participant in the Company Stock Option Plans an Assumed appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to the Company Stock Option a document evidencing Plans shall continue in effect on the foregoing assumption of such Assumed Option by Acquirorsame terms and conditions, indicating thereon (i) including without limitation the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise duration thereof, (iisubject to the adjustments required by Section 2.9(a)(iii) hereof after giving effect to the exercise price per share of such Assumed OptionMerger. Within 30 days after the Effective Time, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date Acquiror shall file a registration statement on Form S-3 or Offer Closing DateForm S-8, as applicable. It is the intention of case may be (or any successor or other appropriate forms), with respect to the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise Common Stock subject to such Options and shall use its reasonable best efforts to maintain the current status of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market prospectus or prospectuses contained therein for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, so long as applicable, in each case, rounded to four decimal placessuch Options remain outstanding.

Company Options. In connection with (i) If the transactions contemplated by this Agreement, but no later exercise price per share of any Vested Company Option is less than the Effective Time orCompany Merger Consideration, in the event the Acquisition is effected by way then such Vested Company Option shall, as of the OfferCompany Effective Time, be canceled, with each former holder of any such canceled Vested Company Option becoming entitled to receive, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under next practicable regularly scheduled payroll date after the Company Employee Shares Purchase PlanEffective Time, as amended, other than in consideration of the cancellation of such Vested Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (eachOption, an “Identified Option Holder”) that is unexpiredamount in cash (without interest and subject to deduction for any required withholding Tax as contemplated in Section 2.9), unexercised and outstanding immediately prior equal to the Effective Time or product of: (A) the Offer Closingexcess, as applicableif any, will be assumed by Acquiror of the Company Merger Consideration over the exercise price per share of each such Vested Company Option; and (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (iB) the number of shares of Acquiror common stock Company Common Stock underlying such Vested Company Option. (ii) Each Unvested Company Option with an exercise price that is equal to or American Depository Receipts greater than the Company Merger Consideration, each Vested Company Option with an exercise price that is equal to or greater than the Company Merger Consideration (each of the foregoing, an “ADROut-of-the-Money Company Option”) representing and each Unvested Company Option with an exercise price that is less than the Company Merger Consideration (each, an “In-the-Money Unvested Company Option”) shall, as of the Company Effective Time, automatically and without any action on the part of the holder thereof, be assumed by Holdco and converted into a Holdco Option to purchase (i) that number of shares of Acquiror common stock subject Holdco Common Stock (rounded down to each Assumed Option shall be determined the nearest whole share) equal to the product obtained by multiplying (A) the total number of shares of Company Common Stock subject to such Assumed Out-of-the-Money Company Option or In-the-Money Unvested Company Option, as of applicable, immediately prior to the Company Effective Time or Offer Closing, as applicable, by (B) the Exchange Ratio Ratio, (with the resulting number ii) at a per-share exercise price (rounded down up to the nearest whole share or ADR), and (iicent) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined obtained by dividing (A) the exercise price per share of Company Common Stock at which such Out-of-the-Money Company Option or In-the-Money Unvested Company Option, as of applicable, was exercisable immediately prior to the Company Effective Time by (B) the Exchange Ratio. Each such Holdco Option shall continue to have, and shall be subject to, the same terms and conditions (including continued service-based vesting conditions) as applied to the corresponding Out-of-the-Money Company Option or Offer ClosingIn-the-Money Unvested Company Option, as applicable, by the Exchange Ratio, with the resulting price per share rounded up immediately prior to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesEffective Time.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will shall be assumed by Acquiror (each, BAC and shall automatically be converted into an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed option to by Acquiror and purchase a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts New BAC Common Stock (each, a “ADRRollover Option”) representing shares equal to the product (rounded down to the neared whole number) of Acquiror common stock subject to each Assumed Option shall be determined by multiplying (x) the number of shares of Company Common Stock subject to such Assumed Company Option that is outstanding as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by (y) the Exchange Ratio Ratio, at an exercise price per share (with the resulting number rounded down up to the nearest whole share or ADR), and (iicent) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing of (A) the exercise price per share of such Company Common Stock Option that is outstanding as of immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of New BAC Common Stock purchasable pursuant to the Rollover Options shall be determined in a manner consistent with the requirements of Section 409A of the Code as applicable to such Rollover Option; provided, further, that, in the case of any Rollover Option to which Section 422 of the Code applies, the exercise price and the number of shares of New BAC Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as 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 Rollover Option shall continue to be governed by the same vesting and exercisability terms and otherwise substantially similar terms and conditions as were applicable to the corresponding former Company Option immediately prior to the Effective Time. At or Offer Closingprior to the Effective Time, the parties hereto and their respective boards of directors, as applicable, by shall adopt any resolutions and take any actions that are necessary to effectuate the Exchange Ratiotreatment of the Company Options pursuant to this subsection. Effective as of the Effective Time, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to all Company Options shall no longer be outstanding and each holder of an Assumed Option a document evidencing Company Options shall cease to have any rights with respect to such Company Options except as set forth in this Section 3.01(c)(i). Notwithstanding the foregoing assumption foregoing, for the avoidance of such Assumed Option by Acquirordoubt, indicating thereon (i) the aggregate number shares of shares/ADRs of Acquiror common stock issuable upon New BAC Common Stock underlying the exercise thereof, (ii) the exercise price per share of such Assumed OptionRollover Options that are converted from Company In-The-Money Options shall be included in, and (iii) shall not be in addition to, the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient total number of shares of Acquiror common stock for delivery upon exercise of New BAC Common Stock constituting the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesTransaction Consideration.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each outstanding option to purchase shares of Company Common Stock (the "Company Options") under the Company's 2000 Stock Option Plan and 2001 Stock Option Plan (collectively, the "Company Stock Option Plans"), whether or not vested or exercisable at then exercisable, shall be assumed by Parent. Each Company Option so assumed by Parent under this Agreement (each an "Assumed Option") shall continue to have, and be subject to, the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror same terms and conditions set forth in Schedule 5.11(b) (each, an “Identified the applicable Company Stock Option Holder”) that is unexpired, unexercised and outstanding Plan immediately prior to the Effective Time or the Offer Closing(including, as applicablewithout limitation, will be assumed by Acquiror (each, an “Assumed Option”any repurchase rights). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying exercisable (or shall become exercisable in accordance with its terms) for (A) that 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 Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the resulting number Ratio, rounded down to the nearest whole share or ADR)number of shares 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 Option 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, (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 Option 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, and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs Parent Common Stock issuable only pursuant to clause (A) above upon the exercise of each such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of at which such Assumed Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, 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 Option. In the event that any Assumed Option 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 Option (for no additional consideration) that number of shares of Parent Common Stock that such holder of such Assumed Option 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 Option that is vested and unvested as of was exercised prior to the Closing First Milestone Date or Offer Closing and/or the Second Milestone Date, as applicablethe case may be, were exercised on the First Milestone Date and/or the Second Milestone Date, as the case may be. It is After the intention Effective Time, Parent shall issue to each holder of an outstanding Assumed Option a notice describing the foregoing assumption of such Assumed Options by Parent. The adjustments provided herein with respect to any Assumed Options that are "incentive stock options" as defined in Section 422 of the parties that the assumption of Company Options pursuant hereto Code shall be and are intended to be effected in a manner that satisfies the requirements of Sections 409A and which is consistent with Section 424(a) of the Code and so as to preserve the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number benefits of shares of Acquiror common such "incentive stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesoptions."

Company Options. In connection with (a) At the transactions Effective Time, and except as may be contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingSection 5.11 hereof, each Company Option (which is then outstanding, whether or not vested or exercisable at exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Acquiror Common Stock, and the Effective Time or Acquiror shall assume each Company Option, in accordance with the Offer Closing, as applicable) excluding any Company Options under terms of the Company Employee Shares Purchase Plan, as amended, other than Company Options held Stock Option Plans and stock option agreement by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that which it is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretoevidenced, except that from and after the Effective Time, (i) the Acquiror and its Board of Directors or a duly authorized committee thereof shall be substituted for the Company and the Company's Board of Directors or duly authorized committee thereof administering the Company Stock Option Plan, (ii) each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock, (iii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Common Stock subject to each Assumed Option such Company Options shall be determined by multiplying equal to the number of shares of Company Common Stock subject to such Assumed Option as of Company Options immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the Ratio, provided that any fractional shares of Acquiror Common Stock resulting number from such multiplication shall be rounded down to the nearest whole share or ADR)share, and (iiiv) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of under each Assumed such Company Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under each such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option by the Exchange Ratio, with the resulting provided that such exercise price per share shall be rounded up to the nearest whole cent. As soon Notwithstanding the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as reasonably practicable following required by Section 424 of the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed OptionCode, and (iii) the portion of such Assumed Option that is vested and unvested regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the Closing Date or Offer Closing Date, as applicable. It is option within the intention meaning of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(aSection 424(h) of the Code Code, and all Company Options shall be adjusted, if necessary, so as not to impair the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise eligibility of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market Merger for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal places.pooling of

Company Options. In connection with the transactions contemplated by this Agreement, but no later than At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each outstanding Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options granted under the Company Employee Shares Purchase Plan, as amended, other than Option Plan and disclosed in Schedule 4.4(b)-2 of the Company Disclosure Letter and the Spreadsheet shall be assumed by Acquiror. All Company Options held by an individual identified not so disclosed shall not be assumed by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding will terminate immediately prior to the Effective Time or of the Offer ClosingFirst Merger. At the Effective Time, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a each holder of such Assumed Option, be subject to the same terms and conditions as applied to the related an assumed Company Option immediately prior shall be entitled, in accordance with the terms of such option, to purchase after the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be Common Stock, determined by multiplying the number of shares of Company Common Stock subject to such Assumed Company Option as at the Effective Time by the Option Exchange Ratio, and the exercise price per share for each such Option will equal the exercise price of the Company Option immediately prior to the Effective Time or Offer Closing, as applicable, divided by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting such exercise price per share being rounded up to the nearest whole cent. As soon If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquiror Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. Each Company Option so assumed by Acquiror under this Agreement will have, and will be subject to, the same term, exercisability, vesting schedule, status as reasonably practicable following an “incentive stock option” under Section 422A of the Closing Date or the Offer Closing DateCode, if applicable, as applicable, Acquiror will deliver in effect immediately prior to each holder the Effective Time of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed OptionFirst Merger, and (iii) to the portion extent permitted by Applicable Law all other terms of such Assumed each Company Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicablewill otherwise be unchanged. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected so assumed by Acquiror hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in a manner that satisfies the requirements of Sections 409A and 424(a) Section 422 of the Code and to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intentextent such options qualified as incentive stock options prior to the Effective Time. Acquiror shall take all actions reasonably necessary or appropriate will cause the Acquiror Common Stock issued upon exercise of the assumed Company Options to have available be registered on Form S-8 with the SEC as promptly as practicable after the Effective Time, will exercise best efforts to maintain the effectiveness of such registration statement for issuance or transfer so long as such assumed Company Options remain outstanding and will reserve a sufficient number of shares of Acquiror common stock Common Stock for delivery issuance upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesthereof.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than At the Effective Time orTime, in the event the Acquisition is effected by way of the Offerall outstanding options (collectively, at the Offer Closing"Company Options") to purchase Company Common Stock, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any including all Company Options granted under Company's Amended and Restated 2000 Stock Plan (the "Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable"), will be assumed by Acquiror (each, an “Assumed Option”)Acquirer. Each such Assumed Company Option shallso assumed by Acquirer shall be entitled, except as otherwise agreed to by Acquiror and a holder in accordance with the terms of such Assumed Optionoption, be subject to the same terms and conditions as applied to the related Company Option immediately prior to purchase after the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the that number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be Acquirer Common Stock, determined by multiplying (a) the number of shares of Company Common Stock subject to such Assumed Company Option as at the Effective Time by (b) the Common Stock Conversion Number, and (ii) an amount of cash determined by multiplying (a) the number of shares of Company Common Stock subject to such Company Option at the Effective Time by (b) the Cash Conversion Number. After the Effective Time, the exercise price for each such assumed Company Option will equal the exercise price of the Company Option immediately prior to the Effective Time or Offer Closing, as applicable, divided by the Exchange Ratio (with Common Stock Conversion Number. If the resulting foregoing calculation results in an assumed option being exercisable for a fraction of a share or a fraction of a cent, then the number of shares of Acquirer Common Stock subject to such option will be rounded down to the nearest whole share or ADR)number, the amount of cash subject to such option will be rounded down to the nearest whole cent and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall such option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms of the Company Options will otherwise be unchanged except that Acquirer may, in its discretion after the Effective Time, accelerate the vesting schedule of certain Company Options so that after the completion of one full year of continuous employment from the date of grant, the rate at which such Company Options will vest will be on a monthly basis over the remaining vesting period. Continuous employment with Company will be credited to an optionee for purposes of determining the number of shares that are vested after the Effective Time. Acquirer will cause the Acquirer Common Stock issued upon exercise of the assumed Company Options to be registered on Form S-8 of the Securities and Exchange Commission ("SEC") as soon as reasonably practicable following is practicable, and in any event within ten business days after the Closing Date or Effective Time, and will exercise reasonable commercial efforts to maintain the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption effectiveness of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of registration statement for so long as such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of assumed Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A remain outstanding and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer reserve a sufficient number of shares of Acquiror common stock Acquirer Common Stock for delivery issuance upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesthereof.

Company Options. In connection with At the transactions contemplated by Effective Time, as a result of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the Company Holders, each Company Option, upon the terms and subject to the conditions set forth in this Section 1.9(a)(ii) and throughout this Agreement, but no later than including the holdback provisions set forth herein, shall be cancelled and extinguished and be converted automatically into the right to receive, upon execution and delivery by the applicable holder of such Company Option of an Option Cancellation Agreement with respect to such Company Option, in substantially the form attached hereto as Exhibit H (an “Option Cancellation Agreement”), an amount in cash per share then-exercisable thereunder equal to the difference between (a) the Company Per Share Amount and (b) the per-share exercise price associated with such Company Option (subject to any applicable withholding obligations), as set forth in the Consideration Spreadsheet; provided, however, that, to the extent the per-share exercise price associated with such Company Option exceeds the Company Per Share Amount, such Company Option shall be cancelled without the payment of any consideration. Prior to the Effective Time, the Company shall have taken all actions necessary to effectuate the treatment of Company Options pursuant to the terms of this Section 1.9(a)(ii), including to ensure that from and after the Effective Time or, neither Acquiror nor the Surviving Corporation shall be required to deliver any Company Capital Stock or any consideration other than the Total Merger Consideration applicable to such Company Option set forth on the Consideration Spreadsheet to any Person pursuant to or in settlement of any Company Option. For purposes of calculating the event the Acquisition is effected by way of the Offer, at the Offer Closing, amount to be paid to each Company Option (whether or not vested or exercisable Optionholder at the Effective Time or Time, the Offer Closingamounts described in this Section 1.9(a)(ii) shall be calculated assuming that the Total Merger Consideration is equal to the Initial Merger Consideration, and shall be adjusted following the Closing as applicable) excluding any set forth herein. The aggregate amount to be paid to a Company Options under the Company Employee Shares Purchase Plan, as amended, other than Optionholder for Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), cent and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of computed after aggregating cash amounts for all Company Options held by each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share particular holder of Company Common Stock as Options. The aggregate amount of immediately prior cash payable with respect to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of all such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies under this Section 1.9(a)(ii) is referred to as the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesOption Consideration”.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised vested in accordance with its terms and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing(each, as applicablea “Vested Company Option”) shall, by automatically and without any required action on the Exchange Ratio (with part of the resulting number rounded down holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the nearest whole share or ADR)product obtained by multiplying (x) the excess, and if any, of (i) the Merger Consideration over (ii) the per per-share exercise price for such Vested Company Option, by (y) the total number of shares of Company Common Stock underlying such Vested Company Option, subject to any required withholding of Taxes (the Acquiror common stock/ADRs issuable upon the exercise of each Assumed “Vested Company Option shall be equal to the quotient determined by dividing Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time or Offer Closingand that is not a Vested Company Option (each, as applicablean “Unvested Company Option”) shall, by automatically and without any required action on the Exchange Ratiopart of the holder thereof, with be converted into the resulting price per share rounded up contingent right to receive an amount in cash, without interest, equal to the nearest whole cent. As soon as reasonably practicable following product obtained by multiplying (x) the Closing Date or the Offer Closing Dateexcess, as applicableif any, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, Merger Consideration over (ii) the per-share exercise price for such Unvested Company Option, by (y) the total number of shares of Company Common Stock underlying such Unvested Company Option (the “Unvested Company Option Consideration”); provided, however, that if the exercise price per share of such Assumed Option, and (iii) the portion Company Common Stock of such Assumed Unvested Company Option is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates (but without limitation to any rights that is the holder may have under any agreement with the Company in effect on the date of this Agreement), such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Company Option from which such Unvested Company Option Consideration was converted would have vested and unvested been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the Closing Date transactions contemplated by this Agreement or Offer Closing Date, for such other administrative or ministerial changes as applicable. It is in the intention reasonable and good faith determination of Parent are appropriate to conform the administration of the parties Unvested Company Option Consideration amounts; provided that no such changes shall impair the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) rights of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent applicable holder of Unvested Company Option Consideration) with this intent. Acquiror shall take all actions reasonably necessary or appropriate respect to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise their receipt of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesUnvested Company Option Consideration.

Company Options. In connection with If a Company Optionholder exercises his or her Company Options following the transactions contemplated by date of this AgreementAgreement and holds Scheme Shares at the Scheme Record Time, but no later such Company Optionholder shall be treated as a Scheme Shareholder and shall receive the Consideration under the Scheme of Arrangement. The right to vote in respect of the Scheme Resolution and the General Meeting Resolutions shall extend to any Ordinary Shares which are issued prior to the Scheme Voting Record Time as a result of the valid exercise of any Company Options. Each Company Option which is outstanding and which has not been exercised prior to the Effective Date (and whether vested or unvested): (i) that has a per share exercise price less than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable Consideration shall be canceled and terminated at the Effective Time or and the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior shall automatically be entitled to be paid by the Effective Time or Offer ClosingCompany, as applicable, including in full satisfaction of the vesting schedule applicable rights of such holder with respect thereto, except that an amount equal to (ia) the number excess of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) Consideration over the per share exercise price of such Company Option, multiplied by (b) the Acquiror common stock/ADRs issuable upon total number of Ordinary Shares subject to such Company Option (which, in the case of a Company Option that vests in whole or in part on the basis of achievement of performance goals, shall be determined as if performance were achieved at 100% of targeted performance) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the Company Optionholder); and (ii) that has a per share exercise price equal to or greater than the Consideration shall be canceled and terminated at the Effective Time, without any payment in respect thereof (or, if expressly required by the Company Option Plan or applicable Law, for payment of $0.01 in respect of each Assumed Option Ordinary Share covered by the Company Option), in full satisfaction of the rights of such holder with respect thereto. At the Effective Time, each Company Optionholder shall cease to be a holder of Company Options, such holder’s name shall be equal removed from the applicable register, the Company Option Plan and all agreements and other arrangements relating to the quotient determined by dividing the exercise price per share Company Options shall be terminated and be of Company Common Stock as of immediately prior to no further force and effect. Promptly after the Effective Time (but in any event not later than the next payroll date following the Effective Time; provided that, if the Effective Time occurs within five (5) Business Days prior to such payroll date, such payment may instead be made on the immediately following payroll date), the Company shall pay to Company Optionholders any amounts due pursuant to this Section 2.8(1), subject to Section 2.10; such payment shall be made through its payroll systems with respect to Company Optionholders to the extent required by applicable Law or Offer Closing, as applicable, by to the Exchange Ratio, extent consistent with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesCompany’s customary payroll processes.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each issued and outstanding option to purchase or otherwise acquire Company Option Shares (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(bvested) (each"ASSUMED OPTIONS") issued pursuant to the Company's 1996 Flexible Stock Incentive Plan (the "OPTION PLAN") shall be assumed by Cirrus in connection with the Merger. Each Assumed Option so assumed by Cirrus under this Agreement shall continue to have, an “Identified Option Holder”) that is unexpiredand be subject to, unexercised the same terms and outstanding conditions as in place immediately prior to the Effective Time (including, without limitation, any vesting schedule or repurchase rights, but not taking into account any acceleration thereof provided for in the Option Plan or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each option agreements issued pursuant to such Assumed Option shallPlan resulting from the Merger, except as otherwise agreed to by Acquiror the acceleration of vesting for the directors, advisory board members and a holder president of such Assumed Option, the Company and one consultant (Goldrush Communications) which shall be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretotaken into account), except that (i) each Assumed Option to purchase one share of the Company Common Stock will be exercisable for that number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Cirrus Common Stock subject equal to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs Cirrus Common Stock issuable upon the exercise of each such Assumed Option shall will be equal to the quotient determined by dividing dividing: (A) the exercise price per share of Company Common Stock as of Share at which such Assumed Option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, by (B) the Exchange Ratio, with . No Assumed Option as so converted shall be exercisable for a fractional share of Cirrus Common Stock and the resulting price per share number of shares of Cirrus Common Stock for which all Assumed Options to be delivered to the optionees thereof pursuant to Section 9.2(a)(vii) shall be exercisable shall be rounded up down to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesCirrus Common Stock.

Company Options. In connection with (a) Company shall use its best efforts (without the transactions contemplated by this Agreement, but no later than expenditure of funds) to encourage all holders of Company Options to exercise their vested Company Options prior to the Effective Time. To the extent that Parent in its discretion deems it appropriate to grant options to purchase Parent Common Stock ("Parent Options") as of the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each to a person holding Company Option (whether or not vested or exercisable at Options prior to the Effective Time or Time, Company shall use its best efforts (without the Offer Closing, as applicableexpenditure of funds) excluding any to encourage such holder of Company Options under to accept the Company Employee Shares Purchase Plan, as amended, other than Parent Options on the terms and conditions proposed by Parent and agree to forfeit and cancel all unexercised Company Options held by an individual identified by Acquiror such holder as of the Effective Time. Parent agrees to identify to Company the holders of Company Options to be granted Parent Options contingent upon the cancellation of Company Options as of the Effective Time, and set forth in Schedule 5.11(b) (eachthe material terms of the Parent Options to be granted, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately sufficiently prior to the Effective Time to communicate this information to the holders of such Company Options. (b) Subject to the terms of this Agreement, at the Effective Time, all remaining rights with respect to Shares of Company under each Company Option then outstanding, whether vested or unvested, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the Offer Closingterms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, as applicable, will be (i) each Company Option assumed by Acquiror Parent may be exercised solely for shares of Parent Common Stock, (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder ii) the number of such Assumed Option, be shares of Parent Common Stock subject to the same terms and conditions as applied each such Company Option shall be equal to the related number of Shares subject to such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Option Exchange Ratio (with the resulting number as defined below), rounded down to the nearest whole share or ADR)share, and (iiiii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of under each Assumed such Company Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option by the Option Exchange Ratio, with the resulting price per share Ratio and rounded up to the nearest whole cent. As soon as reasonably practicable following cent and (iv) any restriction on the Closing Date or exercise of any such Company Option shall continue in full force and effect and the Offer Closing Dateterm, as applicableexercisability, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption vesting schedule and other provisions of such Assumed Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by AcquirorParent in accordance with this Section 6.9(b) shall, indicating thereon (i) the aggregate number in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares/ADRs , stock dividend, reverse stock split, consolidation of Acquiror common stock issuable upon shares, reclassification, recapitalization or other similar transaction subsequent to the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed OptionsEffective Time. For purposes of the foregoingthis Section, the term “"Option Exchange Ratio” shall mean a fraction determined by dividing " means the ratio of (x) the Scheme sum of $4.00, plus the product of the Exchange Ratio multiplied by the Average Trading Price, divided by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesAverage Trading Price.

Company Options. In connection with (a) Prior to the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each the Company shall take or cause to be taken any and all actions reasonably necessary under all Company Options and the Company Option Plans to cause the Company Options to be treated as provided in this Section 1.4. (b) Each vested Company Option (whether or including any outstanding and not vested or and exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer ClosingClosing that shall become fully vested and exercisable as of such time, as applicable, by the Exchange Ratio (with the resulting number rounded down subject to the nearest whole share or ADR), and (ii) the per share exercise price consummation of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal Contemplated Transactions) that is outstanding immediately prior to the quotient determined by dividing the Closing with an exercise price per share of that is less than the Closing Consideration payable per Ordinary Share (an “In-the-Money Company Common Stock Option”) shall automatically be canceled and terminated as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or and converted into the Offer Closing Date, as applicable, Acquiror will deliver right of the Company Optionholder thereof to each holder of an Assumed Option a document evidencing receive the foregoing assumption of such Assumed Option by Acquiror, indicating thereon following: (i) the aggregate number amount, if any, equal to the product of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii1) the difference of (A) the Closing Consideration payable per Ordinary Share, minus (B) the applicable exercise price per share of Ordinary Share subject to such Assumed OptionIn-the-Money Company Option (the aggregate euro amount required to be paid by Purchaser to the Company with respect to such In-the-Money Company Option being referred to as the “Aggregate Option Exercise Amount”), and multiplied by (iii2) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicableOrdinary Shares subject to such In-the-Money Company Option, in each case, rounded in cash and without interest and payable as provided in Section 1.4(c) subject to four decimal placesSections 1.5, 1.6, 1.7, 1.8, 9 and 12.1(e) (subject to, for the avoidance of doubt, any adjustment for the holdback and delivery of the Indemnity Escrow Amount, Adjustment Escrow Amount, Special Escrow Amount and Expense Fund, as applicable) (the aggregate amount payable at Closing under this Section 1.4(b)(i), as provided in the Closing Consideration Spreadsheet, the “Aggregate Company Option Closing Amount”); (ii) plus, such Company Optionholder’s ratable portion of any amounts payable from such Indemnity Escrow Amount, Adjustment Escrow Amount, Special Escrow Amount and Expense Fund Amount, as applicable, or any other amounts payable to the Sellers hereunder, in each case, calculated in accordance with the Closing Consideration Spreadsheet. (c) At the Closing, Purchaser shall pay to the Company an amount equal to the Aggregate Company Option Closing Amount by wire transfer of immediately available funds to the account of the Company identified in the Closing Consideration Spreadsheet. Subject to Section 1.4(d), all payments of the applicable portion of the Aggregate Company Option Closing Amount to each Company Optionholder shall be made (without interest) by the applicable Acquired Company to such Company Optionholder in accordance with the ordinary payroll or accounts payable policies and procedures of the Company, as applicable, to each Company Optionholder who has executed an Option Surrender Agreement in the form attached hereto as Exhibit E. (d) From and after the Closing, each In-the-Money Company Option shall be deemed, for all corporate purposes, to evidence only the rights in this Section 1.4. Each Company Option that is outstanding immediately prior to the Closing and is not an In-the-Money Company Option shall automatically be canceled and terminated as of the Closing without the right of the holder thereof to receive any consideration (with no payment being made hereunder related thereto).

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) Effective as of immediately prior to the Effective Time orTime, each Vested Company Option and each Director Option, in the event the Acquisition is effected by way of the Offereither case, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, outstanding and unexercised and outstanding as of immediately prior to the Effective Time shall, automatically and without any further action by or on behalf of the Company, Parent or the Offer Closingholder thereof, as applicable, will vest (to the extent unvested) and be assumed by Acquiror canceled and converted into the right to receive an amount in cash (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed without interest) equal to by Acquiror and a holder (x) the number of such Assumed Option, be Company Class A Common Shares subject to the same terms and conditions as applied to the related such Vested Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that multiplied by (iy) the number excess of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject Merger Consideration over the per share exercise price applicable to such Assumed Vested Company Option (the “Vested Company Option Consideration”), less any applicable withholding Taxes. (ii) Effective as of immediately prior to the Effective Time, each Unvested Company Option (for clarity, treating all Director Options as Vested Company Options) that is issued and outstanding as of immediately prior to the Effective Time shall, automatically and by virtue of the Merger, without any further action by or Offer Closingon behalf of the Company, as applicableParent or the holder thereof, by be converted into the Exchange Ratio right to receive an amount in cash equal to (with the resulting number rounded down to the nearest whole share or ADR), and (iix) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share number of Company Class A Common Stock as of Shares subject to such Unvested Company Option immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, multiplied by (y) the volume weighted average excess of the Merger Consideration over the per share exercise price applicable to the Unvested Company Option (the “Unvested Company Option Consideration”). All payments of Acquiror common stock Unvested Option Consideration with respect to any Unvested Company Option shall: (denominated A) commencing with the last day of the calendar quarter in U.S. dollars) which the Effective Time occurs (or if the Effective Time occurs on the New York Stock Exchange market last day of a calendar quarter, commencing on the last day of the next-subsequent calendar quarter), be earned by and become payable to the former holder of the applicable Unvested Company Options on the last day of the calendar quarter immediately preceding the calendar quarter that includes the date on which the shares underlying the Unvested Company Option (and corresponding to the applicable payment right) would otherwise have vested in accordance with the terms and conditions applicable to such Unvested Company Option immediately prior to the Effective Time, subject to the applicable holder’s continued employment or service with the Surviving Corporation or any of its Subsidiaries through such vesting date, provided, however that, notwithstanding the foregoing, in the event that the applicable former holder is terminated by the Surviving Corporation and its Subsidiaries (as applicable) without “cause” following the Effective Time (as determined by the Surviving Corporation), or the former holder resigns for Good Reason (to the extent such holder has an agreement or participates in a Company Plan that provides for severance benefits upon a resignation for Good Reason, and as defined in such agreement or Company Plan), then vesting of any then-unpaid Unvested Option Consideration to which such former holder would have become entitled absent such termination without “cause” or resignation for Good Reason (if applicable) shall, subject to the holder’s execution of a release of claims in a form prescribed by the Surviving Corporation, accelerate in full upon the effectiveness of such release and be paid to the former holder as soon as practicable following such release effectiveness (and in no event later than the next regularly scheduled payroll run of the Company or Surviving Corporation that is at least ten (10) consecutive trading days immediately preceding Business Days following such release effectiveness); provided, further, that payment of the Unvested Option Consideration shall also accelerate upon any other circumstances as set forth in any applicable award agreement, severance agreement or other similar agreement or Company Plan applicable to the holder thereof as in effect on the date hereof or as entered into in accordance with Section 6.01(m) if entered into after the date hereof; (but not includingB) be paid, less any applicable withholding Taxes, by the Closing Date Surviving Corporation or Offer Closing Date, its applicable Subsidiary through the applicable payroll system as soon as practicable following the applicable vesting date identified in the foregoing clause (A) (and in no event later than the next regularly scheduled payroll run of the Surviving Corporation or its applicable Subsidiary that is at least ten (10) Business Days following such vesting date); and (C) be forfeited by the applicable former holder and extinguished without payment of any consideration therefor upon such holder’s termination of employment with the Surviving Corporation and its Subsidiaries (as applicable) for any reason other than due to a termination without “cause” prior to the applicable vesting date identified in the foregoing clause (A). (iii) At the Effective Time, each Underwater Company Option (if any) shall be canceled without payment of any consideration therefor and the holder thereof shall have no further rights or interest with respect thereto. (iv) From and after the Effective Time, holders of Company Options shall cease to have any rights with respect thereto, other than the right to receive the Vested Company Option Consideration or the Unvested Option Consideration (in each case, rounded to four decimal placesif any) in accordance with this Section 2.05(a).

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company (i) Vested Cash-Out Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and be converted automatically into and become a right to receive at the times specified in this Agreement from the Surviving Corporation cash in an amount equal to (A) the number of shares of Company Common Stock for which such Vested Cash-Out Option is exercisable multiplied by (B) the excess of the Closing Date Per Share Consideration Cash Value, if any, over the per share exercise price of such Vested Cash-Out Option, in all instances less any applicable Taxes deducted or withheld pursuant to Section 2.16 and (ii) Vested Rollover Option outstanding immediately prior to the Offer ClosingEffective Time shall be cancelled and extinguished and be converted automatically into and become a right to receive at the times specified in this Agreement from the Surviving Corporation an option to purchase the number of shares of the Parent Common Stock equal to the product of (A) the number of Shares of Company Common Stock for which such Vested Rollover Option is exercisable prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share, with such conversion effected through Parent assuming such Vested Rollover Option in accordance with the terms (as applicable, will in effect as of the date of this Agreement) of the applicable Company Option Plan and the terms of the stock option agreement by which such Vested Rollover Option is evidenced (the “Converted Vested Options”). All such portions of the Vested Rollover Options shall be assumed by Acquiror (each, an “Assumed Option”)Parent and all rights thereunder shall thereupon be converted into rights with respect to the Parent Common Stock. Each such Assumed Option shall, except as Such assumed Vested Rollover Options shall otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied applicable to the related corresponding Vested Rollover Options under the applicable Company Option immediately Plan and the stock option agreements evidencing grants thereunder, including vesting terms, except that all references to the Company shall be to Parent. The per share exercise price of each Converted Vested Option shall be equal to (x) the per share exercise price of the Vested Rollover Options from which it was converted divided by (y) the Exchange Ratio, rounded up the nearest whole cent. Prior to the Effective Time, the Company shall pass such resolutions and take such other actions as are necessary so as to cause the treatment of the Company Options as set forth in this Section 2.9. The assumption by Parent of the specified portion of the Vested Rollover Options shall be conducted such that each Vested Rollover Options that was an incentive stock option prior to the Effective Time or Offer Closingremains an incentive stock option following the consummation of the transactions contemplated by this Agreement and the assumption by the Acquiror. Notwithstanding anything to the contrary set forth herein, as applicableParent and the Acquiror shall withhold from any amounts otherwise payable to a Seller Indemnifying Party pursuant to this Section 2.9(a) such Seller Indemnifying Party’s Pro Rata Share of the Adjustment Escrow Amount, including the vesting schedule applicable theretoIndemnity Escrow Amount, except that (i) the number Special Indemnity Escrow Amount and the Stockholder Representative Holdback Amount. The holder of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed a Vested Option shall also be determined by multiplying entitled to receive (when and if payable) cash in an amount equal to the number of shares of Company Common Stock subject for which such Vested Option is exercisable multiplied by the Additional Per Share Consideration, if any, in all instances less any applicable Taxes deducted or withheld pursuant to such Assumed Option as of immediately prior Section 2.16. (b) At the Effective Time, to the Effective Time or Offer Closingextent not prohibited by applicable Law, as applicable, each Unvested Option shall cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted automatically into and become an option to purchase shares of the Parent Common Stock. All Unvested Options shall be assumed by Parent and all rights thereunder shall thereupon be converted into that number of shares of the Parent Common Stock equal to the product of (A) the number of Shares of Company Common Stock for which such Unvested Option is exercisable multiplied by (B) the Exchange Ratio (with the resulting number Ratio, rounded down to the nearest whole share, with such conversion effected through Parent assuming such Unvested Option in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Company Option Plan and the terms of the stock option agreement by which such Unvested Option is evidenced (the “Converted Unvested Options”). Such Unvested Options shall otherwise be subject to the same terms and conditions applicable to the corresponding Unvested Options under the applicable Company Option Plan and the stock option agreements evidencing grants thereunder, including vesting terms, except that all references to the Company shall be to Parent. Prior to the Effective Time, the Company shall pass such resolutions and take such other actions as are necessary so as to cause the treatment of the Company Options as set forth in this Section 2.9. The per share or ADR), and exercise price of each Converted Unvested Option shall be equal to (iix) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Unvested Option shall be equal to the quotient determined from which it was converted divided by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by (y) the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable The assumption by Parent of the Unvested Options shall be conducted such that each Unvested Option that was an incentive stock option prior to the Effective Time remains an incentive stock option following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as consummation of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that transactions contemplated by this Agreement and the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies by the requirements of Sections 409A and 424(aAcquiror. (c) of At or prior to the Code and Effective Time, the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available reserve for issuance or transfer a sufficient number of shares of Acquiror common stock Parent Common Stock for delivery upon exercise of each partially assumed Vested Option and each assumed Unvested Option pursuant to this Section 2.9. With respect to the Assumed partially assumed Vested Options and assumed Unvested Options. For purposes , Parent shall file with the SEC a registration statement on Form S-8 (or any successor form), relating to the Parent Common Stock issuable pursuant to the exercise of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) such assumed Vested Options and assumed Unvested Options as promptly as reasonably practical following the Closing Date or Offer Closing Date, as applicable, in each case, rounded and shall use commercially reasonable efforts to four decimal placesmaintain the effectiveness of such Form S-8 at all times during which any such assumed Company Options remain outstanding.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time orTime, in the event the Acquisition is effected by way virtue of the OfferMerger and without any action on the part of Ultimate Parent, at Parent, Merger Sub, the Offer ClosingCompany or any other parties, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closingthat is then outstanding, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options unvested and held by an individual identified by Acquiror and set forth in Schedule 5.11(b) a Continuing Service Provider (each, an a “Identified Option HolderContinuing Option”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will shall be assumed by Acquiror (each, an “Assumed Option”)Ultimate Parent. Each such Assumed Continuing Option shallassumed by Ultimate Parent shall continue to have, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option of such option immediately prior to the Effective Time or Offer Closing, as applicableTime, including the vesting schedule applicable theretorestrictions, except for administrative changes that are not adverse to the holder of the Continuing Option or to which the holder consents and except that: (ix) the each Continuing Option shall be exercisable for a number of shares of Acquiror common stock or American Depository Receipts of Ultimate Parent (“ADRUltimate Parent Common Stock”) representing shares equal to the product of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed that would be issuable upon exercise of the Continuing Option as of outstanding immediately prior to the Effective Time or Offer Closingmultiplied by a quotient obtained by dividing (I) the Merger Consideration by (II) the average closing price of Ultimate Parent Common Stock on the NASDAQ Global Select Market for the five trading days immediately preceding (but not including) the Effective Time (the “Exchange Ratio”), as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), number of shares of Ultimate Parent Common Stock; and (iiy) the per share exercise price of for the Acquiror common stock/ADRs Ultimate Parent Common Stock issuable upon the exercise of each Assumed such assumed Continuing Option shall be equal to the quotient determined by dividing the per share exercise price per share of Company Common Stock as of for such Continuing Option outstanding immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, ; and (iiiz) all references to the portion of such Assumed “Company” in the applicable Company Stock Plans and the applicable Company Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicableagreements shall be references to Ultimate Parent. It is the intention of the parties that each Company Option so assumed by Ultimate Parent shall qualify following the assumption Effective Time as an incentive stock option as defined in Section 422 of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) Code to the extent permitted under Section 422 of the Code and to the Treasury Regulations promulgated thereunder extent such Company Stock Option qualified as an incentive stock option prior to the Effective Time, and this provision comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be construed consistent resolved in a manner to maintain such exemption from or compliance with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise Section 409A of the Assumed Options. For purposes Code. (ii) By virtue of the foregoingMerger and without any action on the part of Ultimate Parent, Parent, Merger Sub, the term Company or any other parties, each Company Option that is outstanding and vested by its terms (after giving effect to any acceleration of vesting that occurs at or prior to the Effective Time as a result of the consummation of the Merger) and each outstanding and unvested Company Option that is not a Continuing Option (each, a “Exchange Ratio” Terminating Option”) shall mean a fraction be cancelled immediately prior to the Effective Time and shall be converted automatically into the right to receive, as soon as practicable after the Effective Time (but not later than thirty 30 days after the Effective Time, an amount in cash determined by dividing multiplying (x) the Scheme Priceexcess, if any, of the Merger Consideration over the applicable exercise price of such option by (y) the volume weighted average per share number of Company Shares subject to each Terminating Option, less all applicable deductions and withholdings required by applicable Law to be withheld in respect of such payment. Each Terminating Option that is outstanding and unexercised immediately prior to the Effective Time that has an exercise price equal to or greater than the Merger Consideration shall be cancelled immediately prior to the Effective Time without consideration therefor and the holder of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded such Terminating Option shall cease to four decimal placeshave any rights with respect thereto.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time or, in and subject to the event the Acquisition is effected by way provisions of the Offer, at the Offer ClosingSection 3.10(b), each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror which is outstanding and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time Time, whether or not then vested and exercisable, shall be terminated and each grantee thereof shall be entitled to receive, in lieu of each share of Company Common Stock that would otherwise have been issuable upon the Offer Closing, as applicable, will be assumed by Acquiror (eachexercise thereof, an “Assumed amount of cash computed by multiplying (i) the difference between (x) the Per Share Cash Consideration and (y) the per share exercise price applicable to such Company Option by (ii) the number of such shares of Company Common Stock subject to such Company Option”. The Company agrees to take or cause to be taken all action necessary to provide for termination of the Company Options covered by this Section 3.10(a) and the payment of the amounts required in connection therewith effective at or before the Effective Time. (b) Notwithstanding the provisions of Section 3.10(a). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and in the event that a holder of such Assumed Option, be subject Company Options so elects pursuant to a written election submitted to the same terms and conditions as applied Company prior to the related Election Deadline, which shall be in such form as shall be prescribed by the Company and reasonably satisfactory to Parent, each Company Option held by such holder which is outstanding and unexercised immediately prior to the Effective Time Time, whether or Offer Closingnot then vested and exercisable, as applicableshall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, including and Parent shall assume each Company Option, in accordance with the vesting schedule terms of the applicable theretoCompany Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and the Compensation Committee of its Board of Directors shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Parent Common Stock subject to each Assumed such Company Option shall be determined by multiplying equal to the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the Per Share Stock Consideration, provided that any fractional shares of Parent Common Stock resulting number from such multiplication shall be rounded down to the nearest whole share or ADR)share, and (iiiv) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of under each Assumed such Company Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under each such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option by the Exchange RatioPer Share Stock Consideration, with the resulting provided that such exercise price per share shall be rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and Notwithstanding clauses (iii) the portion of such Assumed Option that is vested and unvested as (iv) of the Closing Date or Offer Closing Datepreceding sentence, as applicable. It each Company Option which is the intention of the parties that the assumption of Company Options pursuant hereto an "incentive stock option" shall be effected adjusted in a manner that satisfies order to comply with the requirements of Sections 409A and Section 424(a) of the Code Code, and the Treasury Regulations regulations promulgated thereunder thereunder, and so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this provision will be construed consistent with this intent. Acquiror Section 3.10(b). (c) Prior to the Effective Time, the Company shall take or cause to be taken all actions required under the Company Stock Option Plans to provide for the actions set forth in Sections 3.10(a) and 3.10(b), which actions shall be reasonably necessary satisfactory to Parent. (d) Within five Business Days after the Effective Time, Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to have available for issuance or transfer a sufficient number of the shares of Acquiror common stock for delivery upon exercise Parent Common Stock subject to the options referred to in Section 3.10(b) and shall use its reasonable efforts to maintain the current status of the Assumed Options. For purposes prospectus or prospectuses contained therein for so long as such options remain outstanding in the case of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicableForm S-8 or, in each casethe case of a Form S-3, rounded until the shares subject to four decimal placessuch options may be sold without a further holding period under Rule 144 under the Securities Act.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each (1) Each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised unvested and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will shall be assumed by Acquiror converted into an option to purchase Parent Ordinary Shares (each, an “Assumed Adjusted Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to ) with the same terms and conditions (subject to any changes required by Australian Law, including the ASX Listing Rules) as applied were applicable to the related such Company Option immediately prior to the Effective Time or Offer Closing(including service-based vesting and double-trigger vesting and all other provisions set forth under the applicable award agreements and Company Stock Plans; provided, however, that each Company Option that is subject to a Company total shareholder return performance-based vesting condition (“Company TSR”), shall, immediately prior to the Effective Time, become earned, if at all, by using the Closing Date as applicablethe end of the applicable performance period for purposes of measuring Company TSR, including with the resulting Adjusted Option, if any, subject to service-based vesting schedule applicable theretothrough the end of the original performance period and continuing on the same terms and conditions as were in effect immediately prior to the Effective Time), except that and relating to the number of Parent Ordinary Shares equal to the product of (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock Shares subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by (B) the Exchange Ratio (Ratio, with the resulting number any fractional shares rounded down to the nearest whole share, except that Parent may settle each Company Option in its discretion through an issue of new Parent Ordinary Shares, a transfer of existing Parent Ordinary Shares from any Parent employee share trust (or ADRsimilar arrangement) and/or by allocating in the name of the relevant Person Parent Ordinary Shares held by any Parent employee share trust (or similar arrangement), and (ii) the per share . The exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed per Parent Ordinary Share subject to any such Adjusted Option shall will be an amount equal to the quotient determined by dividing of (1) the exercise price per share of Company Common Stock as of Share subject to such Company Option immediately prior to the Effective Time or Offer Closing, divided by the Exchange Rate as applicable, by of the date hereof and (2) the Exchange Ratio, with the resulting price per share any fractional cents rounded up to the nearest whole cent. As soon The exercise price per Parent Ordinary Share subject to any such Adjusted Option and the number of Parent Ordinary Shares subject to any such Adjusted Option will be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Options that are intended to qualify as reasonably practicable following incentive stock options within the Closing Date meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. Notwithstanding anything to the contrary set forth in this Agreement, the maximum number of Adjusted Options shall not exceed 9,098,430 (exercisable into a maximum of 9,098,430 Parent Ordinary Shares). (2) Each Company Option, to the extent vested and outstanding as of immediately prior to the Effective Time, shall, without any action on the part of Parent, the Company or of the Offer Closing Dateholder thereof, as applicablebe cancelled, Acquiror will deliver to each with the holder of an Assumed such Company Option a document evidencing becoming entitled to receive, in full satisfaction of the foregoing assumption rights of such Assumed Option by Acquirorholder with respect thereto, indicating thereon the Merger Consideration in the form of Parent ADR Election Consideration or Parent Ordinary Share Election Consideration (ias determined at the discretion of the Company so long as the Company provides prior written notice of such determination to Parent) in respect of a number of Company Shares equal to the quotient of (A) the aggregate number product of shares/ADRs of Acquiror common stock issuable upon (x) the exercise thereof, (ii) amount by which the Implied Per Share Value exceeds the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Company Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, multiplied by (y) the volume weighted average per share price total number of Acquiror common stock Company Shares subject to such Company Option, divided by (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not includingB) the Closing Date or Offer Closing Date, as applicable, Implied Per Share Value; provided that any holder of such vested Company Option that is an Australian Stockholder shall only be entitled to receive the Merger Consideration in each case, rounded to four decimal placesthe form of Parent Ordinary Share Election Consideration.

Company Options. In connection with (a) Company shall use its best efforts (without the transactions contemplated by this Agreement, but no later than expenditure of funds) to encourage all holders of Company Options to exercise their vested Company Options prior to the Effective Time. To the extent that Parent in its discretion deems it appropriate to grant options to purchase Parent Common Stock ("Parent Options") as of the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each to a person holding Company Option (whether or not vested or exercisable at Options prior to the Effective Time or Time, Company shall use its best efforts (without the Offer Closing, as applicableexpenditure of funds) excluding any to encourage such holder of Company Options under to accept the Company Employee Shares Purchase Plan, as amended, other than Parent Options on the terms and conditions proposed by Parent and agree to forfeit and cancel all unexercised Company Options held by an individual identified by Acquiror such holder as of the Effective Time. Parent agrees to identify to Company the holders of Company Options to be granted Parent Options contingent upon the cancellation of Company Options as of the Effective Time, and set forth in Schedule 5.11(b) (eachthe material terms of the Parent Options to be granted, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately sufficiently prior to the Effective Time to communicate this information to the holders of such Company Options. (b) Subject to the terms of this Agreement, at the Effective Time, all remaining rights with respect to Shares of Company under each Company Option then outstanding, whether vested or unvested, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the Offer Closingterms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, as applicable, will be (i) each Company Option assumed by Acquiror Parent may be exercised solely for shares of Parent Common Stock, (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder ii) the number of such Assumed Option, be shares of Parent Common Stock subject to the same terms and conditions as applied each such Company Option shall be equal to the related number of Shares subject to such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Option Exchange Ratio (with the resulting number as defined below), rounded down to the nearest whole share or ADR)share, and (iiiii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of under each Assumed such Company Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option by the Option Exchange Ratio, with the resulting price per share Ratio and rounded up to the nearest whole cent. As soon as reasonably practicable following cent and (iv) any restriction on the Closing Date or exercise of any such Company Option shall continue in full force and effect and the Offer Closing Dateterm, as applicableexercisability, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption vesting schedule and other provisions of such Assumed Company Option shall otherwise remain unchanged; provided, however, that each Company Option -------- ------- assumed by AcquirorParent in accordance with this Section 6.9(b) shall, indicating thereon (i) the aggregate number in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares/ADRs , stock dividend, reverse stock split, consolidation of Acquiror common stock issuable upon shares, reclassification, recapitalization or other similar transaction subsequent to the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed OptionsEffective Time. For purposes of the foregoingthis Section, the term “"Option Exchange Ratio” shall mean a fraction determined by dividing " means the ratio of (x) the Scheme sum of $4.00, plus the product of the Exchange Ratio multiplied by the Average Trading Price, divided by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesAverage Trading Price.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised vested in accordance with its terms and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing(each, as applicablea “Vested Company Option”) shall, by automatically and without any required action on the Exchange Ratio (with part of the resulting number rounded down holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the nearest whole share or ADR)product obtained by multiplying (x) the excess, and if any, of (i) the Merger Consideration over (ii) the per per-share exercise price for such Vested Company Option, by (y) the total number of shares of Company Common Stock underlying such Vested Company Option, subject to any required withholding of Taxes (the Acquiror common stock/ADRs issuable upon the exercise of each Assumed “Vested Company Option shall be equal to the quotient determined by dividing Consideration”); provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time or Offer Closingand that is not a Vested Company Option (each, as applicablean “Unvested Company Option”) shall, by automatically and without any required action on the Exchange Ratiopart of the holder thereof, with be converted into the resulting price per share rounded up contingent right to receive an amount in cash, without interest, equal to the nearest whole cent. As soon as reasonably practicable following product obtained by multiplying (x) the Closing Date or the Offer Closing Dateexcess, as applicableif any, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, Merger Consideration over (ii) the per-share exercise price Table of Contents for such Unvested Company Option, by (y) the total number of shares of Company Common Stock underlying such Unvested Company Option (the “Unvested Company Option Consideration”); provided, however, that if the exercise price per share of such Assumed Option, and (iii) the portion Company Common Stock of such Assumed Unvested Company Option that is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Company Option from which such Unvested Company Option Consideration was converted would have vested and unvested been payable pursuant to its terms and, except as provided on Section 1.5 of the Closing Date or Offer Closing DateCompany Disclosure Schedules, shall otherwise remain subject to the same terms and conditions as applicable. It is were applicable to the intention underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the parties that transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the assumption reasonable and good faith determination of Company Options pursuant hereto shall be effected in a manner that satisfies Parent are appropriate to conform the requirements of Sections 409A and 424(a) administration of the Code and Unvested Company Option Consideration amounts, provided that no such changes shall impair the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise rights of the Assumed Options. For purposes applicable holder of Unvested Company Option Consideration) with respect to their receipt of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesUnvested Company Option Consideration.

Company Options. In connection with At the transactions contemplated by this AgreementMerger Effective Time, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any all Company Options then outstanding under the Company Employee Shares Purchase Plan, 1999 Plan (as amended, other than Company Options held by an individual identified by Acquiror and set forth defined in Schedule 5.11(bSection 3.2(b)) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will otherwise shall be assumed by Acquiror AUTC Delaware in accordance with provisions described below. (eachi) At the Merger Effective Time, an “Assumed Option”)each then outstanding Company Option under the 1999 Plan or otherwise, whether vested or unvested, shall be assumed by AUTC Delaware. Each such Assumed Company Option shallso assumed by AUTC Delaware under this Agreement shall continue to have, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to to, the same terms and conditions set forth in the 1999 Plan and/or as applied to provided in the related respective option agreements governing such Company Option immediately prior to the Merger Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretoTime, except that (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed such Company Option shall be determined by multiplying exercisable (when vested) for that number of whole shares of AUTC Delaware Common Stock equal to the product of the number of shares of Company Common Stock subject to that were issuable upon exercise of such Assumed Company Option as of immediately prior to the Merger Effective Time or Offer Closing, as applicable, multiplied by the Company Common Stock Exchange Ratio (with the resulting number Ratio, rounded down to the nearest whole share or ADR), number of shares of AUTC Delaware Common Stock and (iiB) the per share exercise price for the shares of the Acquiror common stock/ADRs AUTC Delaware Common Stock issuable upon the exercise of each Assumed such assumed Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of at which such Company Option was exercisable immediately prior to the Merger Effective Time or Offer Closing, as applicable, by the Company Common Stock Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable . (ii) It is the intention of the parties that the Company Options assumed by AUTC Delaware qualify following the Closing Date or Merger Effective Time as incentive stock options as defined in Section 422 of the Offer Closing DateCode, to the extent the Company Options qualified as applicableincentive stock options immediately prior to the Merger Effective Time. (iii) Promptly following the Merger Effective Time, Acquiror AUTC Delaware will deliver issue to each holder of an Assumed outstanding Company Option a document evidencing the foregoing assumption of such Assumed Company Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesAUTC Delaware.

Company Options. In connection with (a) No fewer than five (5) days prior to the transactions contemplated by this AgreementClosing Date, but no later than the Effective Time or, in the event the Acquisition is effected by way Company shall have caused all outstanding and unexercised options to purchase shares of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options Common Stock granted under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) Stock Plan (each, an a “Identified Option HolderCompany Option”) that is unexpiredto have accelerated so as to be fully vested and exercisable (the “Acceleration”). Upon such Acceleration, unexercised and outstanding immediately the Company shall have caused each holder of Company Options to have exercised such Company Options (the “Mandatory Exercise”) by the Company’s administration of a cashless exercise program, such that, prior to the Effective Time or the Offer ClosingTime, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and each holder of Company Options becomes a holder of the applicable number of shares of Company Common Stock in accordance with the Company Stock Plan; provided, that each holder of Company Options that chooses a cashless exercise shall exercise such Assumed Option, be subject to the same terms and conditions Company Options as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that follows: (i) the Company shall offset against the exercise a number of Company Common Stock which, when valued at Fair Market Value (as defined in the Company Stock Plan) on the date of exercise, equals the exercise price of such Company Options, and (ii) the Company shall withhold from the Company Common Stock issued upon such exercise, a number of shares of Acquiror common stock Company Common Stock which, when valued at Fair Market Value (as defined in the Company Stock Plan) on the date of exercise, equals the total tax obligations required to be withheld or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject paid pursuant to each Assumed Option shall any Federal, State or local tax or revenue laws or regulations, as may be determined by multiplying the Company. A holder of Company Options may also exercise its Company Options by means of payment of cash to the Company, in which case, the exercise of such Company Options shall be administered in accordance with the Company Stock Plan, including with respect to any applicable withholding. In each case of a cashless or cash exercise pursuant to this Section 3.2, the Company shall deliver a schedule (the “Company Option Proposed Schedule”) of its proposed calculations (broken out by Company Option holder) to Buyer at least five (5) Business Days prior to the Mandatory Exercise, and Buyer shall have the right to review and approve the number of shares of Company Common Stock subject issued to each such Assumed holder of Company Options (as so approved, the “Company Option as Final Schedule”). (b) As of immediately prior to the Effective Time or Offer ClosingTime, as applicableall unexercised Company Options, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR)if any exist, and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to cancelled and each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall cease to have any rights with respect to such Company Options, except as set forth in this Section 3.2. The Company Options shall not rollover into the Buyer Incentive Plan. No options to purchase shares of Buyer Common Stock shall be effected issued or shares reserved in a manner that satisfies the requirements respect of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed any Company Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal places.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each (A) Each Vested Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or (after giving effect to Section 1.6) shall be terminated and cancelled at the Offer Closing, as applicable, will Effective Time and shall not be assumed by Acquiror (eachAcquirer. Upon cancellation thereof, an “Assumed Option”). Each each Vested Company Option shall be converted into and represent the right to receive, without interest, with respect to each share of Company Common Stock underlying such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Vested Company Option, be (1) the Closing Per Option Consideration, and (2) the Future Per Option Consideration, subject to the same terms and conditions as applied of Article VIII. The amount of cash each Converting Holder holding Vested Company Options is entitled to receive for such Vested Company Options shall be rounded down to the related nearest cent and will be reduced by any applicable payroll, income tax or other withholding Taxes. Any Vested Company Option outstanding immediately prior to the Effective Time that has a per share exercise price equal to or Offer Closingexceeding the Per Share Consideration shall be cancelled and extinguished without any conversion thereof or payment of any cash or other property or consideration therefor. Notwithstanding anything contained herein to the contrary, as applicableno portion of the Future Per Option Consideration with respect to a Vested Company Option shall be payable after the fifth anniversary of the Closing Date (unless otherwise permitted by Section 409A of the Code). (B) Each Unvested Company Option held by a Continuing Employee that is unexpired, unexercised and outstanding immediately prior to the Effective Time, other than Performance Options, shall, on the terms and subject to the conditions set forth in this Agreement, be converted into and become an option with respect to Acquirer Common Stock, and Acquirer shall assume each such Unvested Company Option, in accordance with the terms of the Company Equity Plans and/or stock option agreement by which it is evidenced (including the vesting schedule applicable theretoand any vesting acceleration for each such Unvested Company Option, to the extent applicable), except that from and after the Effective Time: (i1) Acquirer and its compensation committee shall be substituted for the Company and the Board, or such committee of the Board delegated authorization for, administering such Company Equity Plans, (2) each Unvested Company Option assumed by Acquirer pursuant to the terms herein shall not include an “early exercise” provision, regardless of whether the original Unvested Company Option included an “early exercise” provision, (3) each Unvested Company Option assumed by Acquirer may be exercised solely for shares of Acquirer Common Stock (or cash, if so provided under the terms of such Unvested Company Option or required or necessary for compliance reasons under Applicable Law), (4) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Acquirer Common Stock subject to each Assumed Unvested Company Option assumed by Acquirer shall be determined by multiplying equal to the number of shares of Company Common Stock subject to each such Assumed Unvested Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the resulting number Ratio, rounded down to the nearest whole share or ADR), and (ii5) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of under each Assumed such Unvested Company Option assumed by Acquirer shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under each such Unvested Company Common Stock as of Option by the Exchange Ratio and rounding up to the nearest cent; provided that with respect to any Unvested Company Option outstanding immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price that has a per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share equal to or exceeding the Per Share Consideration, such Unvested Company Option shall not be assumed by Acquirer and shall automatically terminate as of the Effective Time. In addition, it is intended that each such Assumed Option, and (iii) the portion of such Assumed Unvested Company Option that is vested and unvested as an “incentive stock option” immediately prior to the Effective Time shall remain an incentive stock option under Section 422 of the Closing Date or Offer Closing Date, Code and along with each nonqualified stock option shall be adjusted as applicable. It is the intention required by Section 424 of the parties that Code and Section 409A of the assumption Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements option, within the meaning of Sections 409A and 424(aSection 424(h) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise under Section 409A of the Assumed Code, or otherwise result in adverse tax treatment or penalties under Section 424 of the Code or Section 409A of the Code, and clauses (4) and (5) of the first sentence of this Section 1.3(a)(ii)(B) shall be modified to the extent necessary to ensure such compliance. (C) Notwithstanding anything to the contrary herein, Acquirer will not assume (1) Unvested Company Options held by Non-Continuing Employees or (2) Unvested Company Options that are Performance Options. For purposes All such Unvested Company Options that are unexpired, unexercised and outstanding immediately prior to the Effective Time shall be cancelled and extinguished at the Effective Time without any present or future right to receive any portion of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesTotal Consideration.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (i) At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised vested in accordance with its terms and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing(each, as applicablea “Vested Company Option”) shall, by automatically and without any required action on the Exchange Ratio (with part of the resulting number rounded down holder thereof, be deemed exercised on a cashless basis and exchanged for the right to receive an amount in cash, without interest, equal to the nearest whole share or ADR), and product obtained by multiplying (iiA) the per excess, if any, of (I) the Merger Consideration over (II) the per-share exercise price for such Vested Company Option, by (B) the total number of shares of Company Common Stock underlying such Vested Company Option (such aggregate amount, the Acquiror common stock/ADRs issuable upon the exercise of each Assumed “Vested Company Option shall be equal Consideration”), subject to the quotient determined by dividing Section 2.5; provided, however, that if the exercise price per share of Company Common Stock of such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time or Offer Closingand that is not a Vested Company Option (each, as applicablean “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (A) the excess, if any, of (I) the Merger Consideration over (II) the per-share exercise price for such Unvested Company Option, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (iB) the aggregate total number of shares/ADRs shares of Acquiror common stock issuable upon Company Common Stock underlying such Unvested Company Option (such aggregate amount, the exercise thereof“Unvested Company Option Consideration”), (ii) subject to Section 2.5; provided, however, that if the exercise price per share of such Assumed Option, and (iii) the portion Company Common Stock of such Assumed Unvested Company Option that is equal to or greater than the Merger Consideration, such Unvested Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. Such Unvested Company Option Consideration amounts will vest and become payable at the same time as the Company Option from which such Unvested Company Option Consideration was converted would have vested and unvested been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company Option immediately prior to the Effective Time (except for terms rendered inoperative by reason of the Closing Date transactions contemplated by this Agreement or Offer Closing Date, for such other administrative or ministerial changes as applicable. It is in the intention reasonable and good faith determination of Parent are appropriate to conform the administration of the parties Unvested Company Option Consideration amounts, provided that no such changes shall materially impair the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) rights of the Code applicable holder of Unvested Company Option Consideration), including, without limitation, any obligation to continue service with Parent and its Affiliates (including the Treasury Regulations promulgated thereunder Surviving Corporation and this provision will be construed consistent its Subsidiaries) through the applicable vesting dates, with this intent. Acquiror shall take all actions reasonably necessary or appropriate respect to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise their receipt of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesUnvested Company Option Consideration.

Company Options. In connection with Pursuant to the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the OfferCompany Amalgamation, at the Offer ClosingCompany Amalgamation Effective Time, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Company Amalgamation Effective Time or the Offer Closing, as applicable, will shall be assumed by Acquiror Pubco and converted into an option to purchase Pubco Common Shares (each, an a “Assumed Converted Company Option”). Each such Assumed Converted Company Option shall, except as otherwise agreed to by Acquiror shall have and a holder of such Assumed Option, be subject to the same terms and conditions (including vesting and exercisability terms) as applied were applicable to the related such Converted Company Option immediately prior to the Company Amalgamation Effective Time or Offer Closing, as applicable, including the vesting schedule applicable theretoTime, except that (iA) each Converted Company Option shall be exercisable for that number of Pubco Common Shares equal to the product of (1) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock Shares subject to such Assumed Converted Company Option as of immediately prior to the Company Amalgamation Effective Time or Offer Closingand (2) the Company Exchange Ratio, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR)Pubco Common Share, and (iiB) the per share exercise price for each Pubco Common Share issuable upon exercise of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Converted Company Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share (rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option ) obtained by Acquiror, indicating thereon dividing (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii1) the exercise price per share Company Common Share of such Assumed Option, and Converted Company Option immediately prior to the Company Amalgamation Effective Time by (iii2) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicableCompany Exchange Ratio. It is the intention of the parties intended that the assumption provisions of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(asubsection 7(1.4) of the Code and Tax Act apply to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intentexchange of a Company Option for a Converted Company Option. Acquiror shall take all actions reasonably necessary or appropriate to have available Therefore, in the event that the Converted Company Option In-The-Money Amount in respect of a given Converted Company Option exceeds the Company Option In-The-Money Amount in respect of the Company Option for issuance or transfer a sufficient which it is exchanged, the number of shares of Acquiror common stock for delivery Pubco Common Shares issuable upon exercise of such Converted Company Option at and after the Assumed Options. For purposes Company Amalgamation Effective Time will be adjusted accordingly with effect at and from the Company Amalgamation Effective Time to ensure that the Converted Company Option In-The-Money Amount in respect of such Converted Company Option does not exceed the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price Company Option In-The-Money Amount in respect of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placessuch Company Option.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingMerger, each then outstanding Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any shall remain outstanding. Each such Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) Option (each, an “Identified Option HolderContinued Option”) that is unexpiredshall continue to have, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to to, the same terms and conditions set forth in the respective Company Stock Plan pursuant to which it was issued and as applied to the related provided in any applicable option agreements governing such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including of the vesting schedule applicable theretoMerger, except that that, each such Continued Option shall be subject to the following adjustments: (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Each Continued Option with an Original Exercise Price that is greater than Dollar Value X shall be determined by multiplying adjusted as follows: the number of shares of Company Common Stock subject New Exercise Price shall be the Original Exercise Price less (the Pre-Close Fair Market Value less the Post-Close Fair Market Value), rounded up to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and cent; and (ii) Each Continued Option with an Original Exercise Price that is greater than Dollar Value Y but less than or equal to Dollar Value X shall be adjusted as follows: a) the per share exercise price New Exercise Price shall be an amount equal to 25% of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer ClosingPost-Close Fair Market Value, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i; and b) the aggregate number New Number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto Shares shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of quotient obtained by dividing the Code and Original Intrinsic Value by (the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate Post-Close Fair Market Value less the New Exercise Price), rounded down to have available for issuance or transfer a sufficient the nearest whole number of shares of Acquiror common stock for delivery upon exercise Company Common Stock. (iii) Each Continued Option with an Original Exercise Price that is less than or equal to Dollar Value Y shall be adjusted as follows: a) the New Exercise Price shall be the quotient determined by dividing the Original Exercise Price by the Equity Exchange Ratio, rounded up to the nearest whole cent; and b) the New Number of Shares shall be the product of the Assumed OptionsOriginal Number of Shares and the Equity Exchange Ratio, rounded down to the nearest whole number of shares of Company Common Stock. For purposes of Notwithstanding the foregoing, the term adjustments provided for in this Section 2.6(e) with respect to Continued Options granted under the Handspring Plans, and the 2001 Stock Option Plan for Non-Employee Directors shall be subject to the approval of the Company’s stockholders of appropriate amendments to such Company Stock Plans, all as determined in the discretion of the Company Board or a committee thereof (such amendments, the “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesPlan Amendments”).

Company Options. In connection with (a) Except as otherwise set forth in Section 1.08(c), the transactions contemplated by this Agreement, but no later than Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time or, in the event the Acquisition is effected by way each outstanding and unexercised option to purchase Company Common Shares granted under any of the OfferCompany Incentive Plans (each, at the Offer Closinga “Company Option”), each Company Option (whether or not vested exercisable or exercisable at the Effective Time or the Offer Closingvested, as applicable) excluding any Company Options under the Company Employee shall be converted into an option to purchase Parent Common Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an a “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed New Parent Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to on the same terms and conditions as applied to were applicable under the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable(but taking into account any changes thereto, including the vesting schedule applicable theretoacceleration thereof, except that provided for in the Company Incentive Plans or other agreement set forth on the Company Disclosure Letter). Each New Parent Option shall be exercisable for a number of Parent Common Shares equal to (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Company Common Shares subject to each Assumed the Company Option shall be determined to which such New Parent Option relates multiplied by multiplying (ii) the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer ClosingExchange Ratio, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share. The per share or ADR), and exercise price of each New Parent Option shall equal (iiA) the per share exercise price of the Acquiror common stock/ADRs issuable upon Company Option to which such New Parent Option relates divided by (B) the exercise Option Exchange Ratio, rounded to the nearest one-hundredth of each Assumed a cent. For this purpose, the “Option Exchange Ratio” shall be equal to a fraction, the numerator of which is the per share dollar value of the REIT Merger Consideration on the Closing Date (with the portion of the REIT Merger Consideration that consists of Parent Common Shares valued at the Closing Date Market Price) and the denominator of which is the Closing Date Market Price; provided, however, that if a Special Dividend is declared pursuant to Section 10.3, the Option Exchange Ratio shall be an amount equal to the foregoing plus an amount equal to the quotient determined by that results from dividing the exercise price per share Special Dividend Amount by the Closing Date Market Price. (b) Subject to Section 1.08(c) and the terms of the Company Common Stock Incentive Plans and applicable Laws, the Company and Parent shall take any actions necessary and appropriate to cause the Company Incentive Plans to be assumed by Parent at the REIT Effective Time, and from and after the REIT Effective Time, except as otherwise set forth herein, the terms of each Company Option and the Company Incentive Plan under which such Company Option was initially granted, in each case, as in effect immediately prior to the REIT Effective Time, shall continue to apply to the corresponding New Parent Option. (c) Prior to the REIT Effective Time and subject to the terms of the Company Incentive Plans, the Company may, in its sole discretion, take all actions necessary and appropriate to allow each holder of a Company Option (whether or Offer Closingnot exercisable or vested) to elect, as applicablein lieu of the treatment provided in Section 1.08(a), by to convert each Company Option so held into the Exchange Ratioright to receive an amount of cash at the REIT Effective Time equal to the product of (i) the excess, if any, of the sum of the per share dollar value of the REIT Merger Consideration on the Closing Date (with the resulting price portion of the REIT Merger Consideration that consists of Parent Common Shares valued at the Closing Date Market Price) and the Special Dividend Amount, if any, over the per share rounded up exercise price of such Company Option and (ii) the number of Company Common Shares subject to such Company Option (such payment to be net of all applicable withholding taxes). The Company shall notify Parent not later than five days prior to the nearest whole centREIT Effective Time of the number of Company Options for which the treatment provided in this Section 1.08(c) has been elected and the total amount of cash payable pursuant to such elections. Back to Contents (d) Prior to the REIT Effective Time, the Company shall take all necessary action for the adjustment of the Company Options under this Section 1.08. Parent shall reserve for issuance a number of Parent Common Shares at least equal to the number of Parent Common Shares that will be subject to the Company Options that are to be converted into New Parent Options pursuant to this Section 1.08. As soon as reasonably practicable following the Closing Date REIT Effective Time, Parent shall file an amendment to the Form S-4 on Form S-8 or shall file a registration statement on Form S-8 (or any successor, or if Form S-8 is not available, other appropriate forms) with respect to the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock Parent Common Shares issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes New Parent Options and shall maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (xprospectus or prospectuses contained therein) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, so long as applicable, in each case, rounded to four decimal placessuch options remain outstanding.

Company Options. In connection with At the transactions contemplated by this AgreementEffective Time, (i) each outstanding vested option (or vested portion thereof) to purchase shares of Company Common Stock (a “Vested Company Option”), other than any Rollover Equity Awards, shall, automatically and without any action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Company Option to receive (without interest), as soon as reasonably practicable after the Effective Time, but no later than three (3) Business Days after the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (eachTime, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior amount in cash equal to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror product of (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (ix) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the total number of shares of Company Common Stock subject to such Assumed Vested Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (iiy) the per share exercise price excess, if any, of (A) the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing Merger Consideration over (B) the exercise price per share of Company Common Stock as of such Vested Company Option less applicable Taxes required to be withheld with respect to such payment and (ii) each outstanding unvested option (or unvested portion thereof) to purchase shares of Company Common Stock (an “Unvested Company Option” and, together with the Vested Company Options, the “Company Options”) under the Stock Plans shall, automatically and without any action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Unvested Company Option to receive an amount in cash, without interest (a “Company Option Deferred Cash Award”) equal to the product of (x) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (iy) the aggregate number excess, if any, of shares/ADRs of Acquiror common stock issuable upon (A) the exercise thereof, Merger Consideration over (iiB) the exercise price per share of such Assumed Option, and (iii) the portion of Unvested Company Option less applicable Taxes required to be withheld with respect to such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicablepayment. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of Notwithstanding the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average any Company Option which has an exercise price per share price of Acquiror common stock that is greater than or equal to the Merger Consideration shall be cancelled at the Effective Time for no consideration or payment. Except as specifically provided above, following the Effective Time, each such Company Option Deferred Cash Award will be subject to the same vesting schedule and other terms and conditions (denominated in U.S. dollarsother than with respect to exercise) applicable to the corresponding Unvested Company Option immediately prior to the Effective Time and be paid on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesapplicable vesting date.

Company Options. In connection At the Effective Time, all outstanding options to purchase shares of Company Common Stock (collectively, “Company Options”), including all Company Options granted under the Company’s 2001 Stock Plan (the “Company Plan”), shall be assumed by Acquirer and the Company’s repurchase right with respect to any unvested shares of Company Common Stock acquired upon the exercise of Company Options shall be assigned to Acquirer. Each Company Option so assumed by Acquirer shall be entitled, in accordance with the transactions contemplated by this Agreementterms of such option, but no later than to purchase after the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be Acquirer Common Stock determined by multiplying (a) the number of shares of Company Common Stock subject to such Assumed Company Option as at the Effective Time by (b) the Common Conversion Number. After the Effective Time, the exercise price per share for each such assumed Company Option shall equal the exercise price per share of the Company Option immediately prior to the Effective Time or Offer Closing, as applicable, divided by the Exchange Ratio (with Common Conversion Number. If the resulting foregoing calculations result in an assumed Company Option being exercisable for a fraction of a share or a fraction of a cent, then the number of shares of Acquirer Common Stock subject to such option shall be rounded down to the nearest whole share or ADR), number and (ii) the per share exercise price of such option shall be rounded up to the Acquiror common stock/ADRs issuable nearest cent. In addition, upon the due exercise of each Assumed Company Option so assumed by Acquirer in accordance with its terms, the holder thereof shall be become entitled to receive with respect to each share of Acquirer Common Stock issued to such holder upon such exercise an amount in cash equal to the quotient determined Cash Amount divided by dividing the Common Conversion Number (rounded to the nearest whole cent), which amount shall be paid by Acquirer in one lump sum to such holder at the end of the fiscal quarter of Acquirer during which such option exercise price per share occurred (or upon the date of termination of employment of such holder with the Company, if such event occurs earlier). No Company Common Stock Options shall become vested or exercisable solely as a result of the Merger. To the extent permitted by Applicable Law and otherwise consistent with the terms of this Agreement, the term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all other terms of the assumed Company Options as in effect immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole centshall otherwise be unchanged. As soon as reasonably practicable following (but in no event later than ten days) after the Closing Date or the Offer Closing DateEffective Time, as applicable, Acquiror will Acquirer shall deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption holders of Company Options appropriate notices setting forth such holders’ rights pursuant hereto to the Company Plan and that the agreements evidencing such options shall be effected continue in a manner that satisfies effect on the requirements of Sections 409A same terms and 424(a) of conditions (subject to the Code and adjustments required by this Section 2.4 after giving effect to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intentMerger). Acquiror At or before the Effective Time, Acquirer shall take all actions reasonably corporate action necessary or appropriate to have available reserve for issuance or transfer a sufficient number of shares of Acquiror common stock Acquirer Common Stock for delivery upon exercise of the Assumed OptionsCompany Options assumed in accordance with this Section 2.4. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing As soon as practicable (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated but in U.S. dollars) on the New York Stock Exchange market for the no event later than ten (10) consecutive trading days immediately preceding days) after the Effective Time, Acquirer shall file a registration statement on Form S-8 (but not includingor any successor or other appropriate forms) with respect to the Closing Date shares of Acquirer Common Stock issuable pursuant to any Company Options assumed by Acquirer pursuant to Section 2.4 and shall maintain the effectiveness, to the extent permitted by the SEC Rules and Regulations, of such registration statement or Offer Closing Date, registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as applicable, in each case, rounded to four decimal placessuch options remain outstanding.

Company Options. In connection with (a) The Company shall as soon as practicable after the transactions contemplated date of this Agreement apply to HMRC for confirmation that the tax-favored status of the Company Options will not be affected by this Agreementan amendment to disapply the acceleration of vesting in rule 6.7 of the Company Plan in relation to the Transaction (the “EMI Plan Amendment”). (b) If such HMRC confirmation is not obtained the EMI Plan Amendment will not be effected, but Section 5.4(c) shall not apply and instead: (i) The Company shall procure that the directors of the Company shall, by no later than 14 (fourteen) days before Closing determine, for the Effective Time or, in the event the Acquisition is effected by way purposes of rules 6.8 and 6.9 of the OfferCompany Plan, at the Offer Closing, that each outstanding Company Option (whether or not vested or exercisable at may be exercised in full immediately before the Effective Time or Closing and will, to the Offer Closingextent unexercised, lapse as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding of immediately prior to the Effective Time or Closing. (ii) The Company and Carnivale shall use commercially reasonable efforts to agree the Offer Closing, as applicable, will be assumed by Acquiror form of a letter (each, an the “Assumed OptionOptionholder Letter”). Each ) to holders of Company Options (“Optionholders”) offering them the opportunity to agree to exercise their Company Options in full (subject to the terms and conditions of the Company Plan and any award agreements that are applicable to such Assumed Option shall, except as otherwise agreed Company Options) with effect from immediately before Closing and to by Acquiror and a holder sell to Carnivale upon the Closing Date all of the Company Ordinary Shares received upon exercise of such Assumed OptionCompany Options, be subject to free and clear of any encumbrance and with full title guarantee, upon the same terms and conditions as applied set forth herein for the sale of the Company Shares held by the Sellers to Carnivale. The Optionholder Letter shall provide that any such sale of Company Ordinary Shares by such Optionholder to Carnivale shall be subject to and conditional upon the execution and delivery by such Optionholder to Carnivale prior to Closing of (A) an appropriate joinder agreement providing for such Optionholder to become a party to this Agreement as a Seller hereunder with respect to all of the Company Ordinary Shares issued to such Optionholder upon the exercise of his or her Company Options, (B) a Lock-Up Agreement, and (C) in the event that such Optionholder will become an Affiliate of Carnivale upon the Closing, and such Optionholder is not already a party to the related Registration Rights Agreement, an appropriate joinder agreement providing for such Optionholder to become a party to the Registration Rights Agreement as a Seller thereunder. The period for agreeing to this offer shall be expressed to end not later than four (4) Business Days prior to the Closing Date (the “Option Deadline”). Any and all Company Options that are not exercised immediately prior to Closing shall be cancelled for no consideration and shall cease to exist effective as of immediately prior to the Closing. (c) If such HMRC confirmation is obtained the Company shall (i) use all reasonable endeavors to obtain consent to the EMI Plan Amendment from the Optionholders under rule 13.1.2 of the Company Plan as part of the communication referred to at (c)(ii) below (and subject to receiving such consent pass a Company board resolution (in accordance with rule 13.1 of the Company Plan) to effect the EMI Plan Amendment); and (ii) Section 5.4(b) above shall not apply and instead: (i) The Company shall procure that the directors of the Company shall, by no later than 14 (fourteen) days before Closing determine, for the purposes of rules 6.8 and 6.9 of the Company Plan, that each outstanding Company Option may be exercised only to the extent vested immediately before Closing and will, to the extent unexercised or exchanged, lapse as of immediately prior to the Closing. (ii) The Company and Carnivale shall use commercially reasonable efforts to agree the form of a letter (the “Optionholder Letter”) to holders of Company Options (“Optionholders”) offering them the opportunity to: (A) agree to exercise their Company Options to the extent vested (subject to the terms and conditions of the Company Plan and any award agreements that are applicable to such Company Options) with effect from immediately before the Closing and to sell to Carnivale upon the Closing Date all of the Company Ordinary Shares received upon such exercise of such Company Options, free and clear of any encumbrance and with full title guarantee, upon the same terms and conditions as set forth herein for the sale of the Company Shares held by the Sellers to Carnivale. The Optionholder Letter shall provide that any such sale of Company Ordinary Shares by such Optionholder to Carnivale shall be subject to and conditional upon the execution and delivery by such Optionholder to Carnivale of (A) an appropriate joinder agreement providing for such Optionholder to become a party to this Agreement as a Seller hereunder with respect to all of the Company Ordinary Shares issued to such Optionholder upon the exercise of his or her Company Options, (B) a Lock-Up Agreement, and (C) in the event that such Optionholder will become an Affiliate of Carnivale upon the Closing, and such Optionholder is not already a party to the Registration Rights Agreement, an appropriate joinder agreement providing for such Optionholder to become a party to the Registration Rights Agreement as a Seller thereunder. The period for agreeing to this offer shall be expressed to end not later than four (4) Business Days prior to the Closing Date (the “Option Deadline”). Any and all Company Options that are not exercised immediately prior to Closing shall, unless the Optionholder agrees to an option exchange under (B) below, be cancelled for no consideration and shall cease to exist effective as of immediately prior to the Closing; and/or (B) agree that their Company Options (whether vested and unvested, or just unvested) may, one Business Day following the Closing, provided the holder thereof has so agreed on or prior to the Option Deadline (failing which such Company Option shall lapse as of immediately prior to the Closing), instead be replaced with an option to purchase a number of shares of Carnivale Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of Company Ordinary Shares subject to such Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), Closing and (ii) the Exchange Ratio, at an exercise price per share exercise price of (rounded up to the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be nearest whole cent) equal to the quotient determined by dividing (A)(1) the exercise price per share of Company Common Stock Ordinary Shares subject to such Company Option multiplied by (2) the Currency Exchange Rate as of the date prior to the Closing Date, divided by (B) the Exchange Ratio (such exchanged option, a “Replacement Option”); provided, however, that, each Replacement Option shall remain subject to the same vesting schedule and other relevant terms and conditions in effect immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoingthis Section 5.4 and Section 5.5 below, the term “Currency Exchange RatioRate” shall mean a fraction determined by dividing (x) means, in respect of any date, the Scheme Price, by (y) rate of exchange from the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market applicable foreign currency to Dollars for the ten (10) consecutive end of the trading days immediately preceding (but not including) day prior to such date as published by the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesWall Street Journal at xxxx://xxxxxx.xxx.xxx/mdc/public/page/2_3021-forex.html.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than Immediately prior to the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, each outstanding Company Option (Award, whether or not vested or exercisable at exercisable, shall automatically, and without any required action on the Effective Time or part of the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) holder thereof (each, an “Identified Option Holder”) that is unexpired” and, unexercised together with the Company Stock-Settled RSU Holders and outstanding immediately prior to the Effective Time or Company PSU Holders, the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed OptionEquity Award Holders”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Optionbecome fully vested, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of exercisable into shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject Company Common Stock and the Company shall be deemed to have issued to each Assumed Option shall be determined by multiplying Holder the number of shares of Company Common Stock subject that would have been issued to such Assumed Option as Holder upon a “cashless exercise” of immediately such Company Option Award having been cancelled and then settled in shares of Company Common Stock after giving effect to the deduction of the number of shares of Company Common Stock otherwise issuable in connection with the exercise of such Company Option Award that is used to satisfy (x) the aggregate amount of exercise price of such Company Option Award and (y) the Option Holder’s tax withholding liability thereunder; provided, however, that the Company may enter into option cancellation agreements with any such Option Holder providing for settlement of such Company Option Awards at or prior to the Closing in Company Common Stock, Company Stock-Settled RSU Awards, or Merger Consideration. At the Effective Time or Offer ClosingTime, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior deemed to have been issued by the Company to the Effective Time or Offer ClosingOption Holders upon cancellation and settlement of the Company Option Awards pursuant to this Section 2.7(e) and the Incentive Plan (a “Converted Option” and, as applicable, by the Exchange Ratio, together with the resulting price per share rounded up Converted Company Stock-Settled RSUs and the Converted Company PSUs, the “Converted Equity Awards”, and any holder thereof, a “Converted Equity Holder”) shall be converted into the right to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon receive (iwithout interest) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected Per Share Merger Consideration in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent accordance with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicableSection 2.6, in each case, rounded with respect to four decimal placesthe Company Option Awards held by each Option Holder, in the amounts set forth in the Merger Consideration Schedule or as otherwise agreed by the Company and such Option Holder.

Company Options. In connection with (a) Except as otherwise set forth in Section 1.08(c), the transactions contemplated by this AgreementCompany shall take all actions necessary and appropriate to provide that at the REIT Effective Time, but no later than the Effective Time or, in the event the Acquisition is effected by way each outstanding and unexercised option to purchase shares of Company Common Stock granted under any of the Offer, at the Offer Closing, each Company Option Plans or otherwise (each, a "COMPANY OPTION"), whether or not vested exercisable or exercisable at the Effective Time or the Offer Closingvested, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by shall be converted into an individual identified by Acquiror and set forth in Schedule 5.11(b) option to purchase Parent Common Stock (each, an “Identified Option Holder”) that is unexpireda "NEW PARENT OPTION"), unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to on the same terms and conditions as applied to were applicable under the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable(but taking into account any changes thereto, including the vesting schedule applicable theretoacceleration thereof, except that provided for in, or required or permitted by, the Company Option Plans, any award agreement or other agreement set forth on the Company Disclosure Letter or such option grant by reason of this Agreement and the transactions contemplated hereby). Each New Parent Option shall be exercisable for a number of shares of Parent Common Stock equal to (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Company Common Stock subject to the Company Option to which such New Parent option relates, multiplied by (ii) the Option Exchange Ratio, rounded to the nearest share. The per share exercise price of each Assumed New Parent Option shall equal (A) the per share exercise price of the Company Option to which such New Parent Option relates, divided by (B) the Option Exchange Ratio, rounded to the nearest one-hundredth of a cent. For this purpose, the "OPTION EXCHANGE RATIO" shall be equal to a fraction, the numerator of which is the per share dollar value of the REIT Merger Consideration on the Closing Date, and the denominator of which is the closing price of a share of Parent Common Stock quoted on the New York Stock Exchange (the "NYSE") on the Closing Date; PROVIDED, HOWEVER, that in the case of any Company Option to which Section 421 of the Code as of the REIT Effective Time (after taking into account the effect of any accelerated vesting thereof) applies by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. (b) Subject to Section 1.08(c) and the terms of the Company Option Plans and applicable Laws, the Company and Parent shall take all actions necessary and appropriate to cause the Company Option Plans to be assumed by multiplying Parent at the REIT Effective Time, and ensure that no holder of Company Options or other awards under such plans or programs will have any right to acquire any interest in the Surviving Company, as a result of the exercise of Company Options or other awards or rights pursuant to such Company Option Plans. As of the REIT Effective Time, Parent shall assume the obligations of the Company under the Company Option Plans, and from and after the REIT Effective Time, except as otherwise set forth herein, the terms of each Company Option and the Company Option Plan under which such Company Option was initially granted, in each case, as in effect immediately prior to the REIT Effective Time, shall continue to apply to the corresponding New Parent Option. (c) Prior to the REIT Effective Time and subject to the terms of the Company Option Plans, the Company shall take all actions necessary and appropriate to allow each holder of a Company Option (whether or not exercisable or vested) to elect, in lieu of the treatment provided in Section 1.08(a), to convert each Company Option so held into the right to receive an amount of cash at the REIT Effective Time equal to the product of (i) the excess, if any, of the per share dollar value of the REIT Merger Consideration on the Closing Date over the per share exercise price of such Company Option and (ii) the number of shares of Company Common Stock subject to such Assumed Company Option as (such payment to be net of immediately all applicable withholding taxes). The Company shall notify Parent not later than five days prior to the REIT Effective Time or Offer Closing, as applicable, by of the Exchange Ratio number of Company Options for which the treatment provided in this Section 1.08(c) has been elected and the total amount of cash payable pursuant to such elections. (with the resulting number rounded down d) Prior to the nearest whole share or ADR)REIT Effective Time, and (ii) the per share exercise price Company shall take all necessary action for the adjustment of the Acquiror common stock/ADRs issuable upon the exercise Company Options under this Section 1.08. Parent shall reserve for issuance a number of each Assumed Option shall be shares of Parent Common Stock at least equal to the quotient determined by dividing the exercise price per share number of Company shares of Parent Common Stock as of immediately prior that will be subject to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole centCompany Options. As soon as reasonably practicable following the Closing Date REIT Effective Time, Parent shall file a registration statement on Form S-8 (or any successor, or if Form S-8 is not available, other appropriate, forms) with respect to the Offer Closing Date, as applicable, Acquiror will deliver shares of Parent Common Stock subject to each holder of an Assumed Option a document evidencing the foregoing assumption Company Options and shall maintain the effectiveness of such Assumed Option by Acquiror, indicating thereon registration statement or registration statements (i) and maintain the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as current status of the Closing Date prospectus or Offer Closing Date, prospectuses contained therein) for so long as applicable. It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placessuch options remain outstanding.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition (A) Each Former Employee Option that is effected by way of the Offer, at the Offer Closing, each a Vested Company Option (whether shall be deemed to have been exercised, on a net exercise basis with respect to the applicable exercise price and any required withholding or not vested or exercisable at the Effective Time or the Offer Closingemployment taxes thereon, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or Closing and settled in the Offer applicable number of shares of Company Common Stock, rounded down to the nearest whole share, and treated in accordance with Section 2.1(f)(i)(A). Each Former Employee Option that is an Unvested Company Option shall be automatically cancelled at the Closing without the payment of consideration. From and after the Closing, as applicableexcept with respect to the holder’s right to receive Artius Class A Common Stock, will if any, the Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto. (B) Each Company Option (other than a Former Employee Option) shall be assumed by Acquiror (each, Artius and converted into an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed option to by Acquiror and a holder purchase shares of such Assumed Option, be subject to Artius Class A Common Stock on the same terms and conditions as applied were applicable to the related such Company Option immediately prior to the Effective Time or Offer Closing, as applicableTime, including applicable vesting conditions, equal to the vesting schedule applicable thereto, except that product (irounded down to the nearest whole number) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”a) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (iib) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the Common Exchange Ratio, at an exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share (rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver ) equal to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and Company Option immediately prior to the Effective Time divided by (iiiii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing DateCommon Exchange Ratio; provided, as applicable. It is the intention of the parties however, that the assumption exercise price and the number of shares of Artius Class A Common Stock purchasable pursuant to such Company Options pursuant hereto Option shall be effected determined in a manner that satisfies consistent with the requirements of Sections Section 409A of the Code (to the extent applicable to such Company Option); provided, further, that in the case of any such Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Artius Class A Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, and the requirements of Section 424(a) of the Code and Code. Within fifteen (15) Business Days following the Treasury Regulations promulgated thereunder and this provision will be construed consistent Effective Time, Artius shall file with this intent. Acquiror shall take all actions reasonably necessary the SEC a registration statement on Form S-8 (or any successor or other appropriate form) with respect to have available for issuance or transfer a sufficient number of the shares of Acquiror common stock for delivery upon exercise of Artius Class A Common Stock underlying the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded Company Options assumed pursuant to four decimal placesthis Section 2.1(f)(iv).

Company Options. In connection with As soon as practicable following the transactions contemplated by date of this Agreement, but no later than the Company shall obtain all such agreements and consents as may be required to effect the provisions of this Section 6.8. At the Effective Time orTime, in the event Company Stock Option Plan, and each outstanding Company Option under the Acquisition is effected Company Stock Option Plan, whether vested or unvested, will be assumed by way Parent and each such option will be converted into an option to purchase shares of Parent Common Stock (each a "Parent Option"). Schedule 6.8(a) hereto sets forth a true and complete list as of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any date hereof of all holders of outstanding Company Options under the Company Employee Shares Purchase Stock Option Plan, including the number of shares of Company Capital Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Company shall deliver to Parent an updated Schedule 6.8(a) hereto current as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”)of such date. Each such Assumed Company Option shall, except as otherwise agreed to by Acquiror and so converted into a holder of such Assumed Option, Parent Option under this Agreement shall be subject to the same terms and conditions as applied set forth in the Company Stock Option Plan and the agreement relating to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, such option except that (i) the such option will be exercisable for that number of whole shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares Parent Common Stock equal to the product of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to that were issuable upon exercise of such Assumed Option as of option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Share Exchange Ratio (with the resulting number and rounded down to the nearest whole share or ADR), number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of the Acquiror common stock/ADRs Parent Common Stock issuable upon the exercise of each Assumed such Parent Option shall will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock as of at which such option was exercisable immediately prior to the Effective Time or Offer Closing, as applicable, less the Cash Exchange Ratio by the Share Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of assumed Company Options pursuant hereto shall be effected qualify, to the maximum extent permissible, following the Effective Time, as incentive stock options, as defined in a manner that satisfies the requirements of Sections 409A and 424(a) Section 422 of the Code and Code, to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate extent the Company Options so assumed qualified as incentive stock options prior to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesEffective Time.

Company Options. In connection with (i) At the Effective Time, each outstanding Company Option that is vested at the Effective Time, or that vests as a result of the consummation of transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) Agreement (each, an a “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Vested Company Option”). Each such Assumed Option , shall, except as otherwise agreed to by Acquiror automatically and a without any required action on the part of the holder of such Assumed Optionthereof, be subject cancelled and converted into the right to the same terms and conditions as applied receive an amount (without interest), in cash, equal in value to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (iA) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the total number of shares of Company Common Stock subject to such Assumed Vested Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (iiB) the per share exercise price excess, if any, of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing Per Share Price over the exercise price per share of Company Common Stock as underlying such Vested Company Option (the “Vested Company Option Consideration”). Any Vested Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Price shall be cancelled at the Effective Time for no consideration. (ii) At the Effective Time, each outstanding Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the contingent right to receive from Parent or the Surviving Corporation (a “Converted Cash Award”) an aggregate amount (without interest) in cash equal in value to (A) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (iB) the aggregate number excess, if any, of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) Per Share Price over the exercise price per share of Company Common Stock under such Assumed Unvested Company Option. Except as otherwise provided in this Section 2.8(a)(ii) or as set forth in Section 2.8 of the Company Disclosure Letter, each such Converted Cash Award assumed and converted pursuant to this Section 2.8(a)(ii) will continue to have, and (iii) will be subject to, the portion of such Assumed same vesting terms and conditions as applied to the corresponding Unvested Company Option immediately prior to the Effective Time. Any Unvested Company Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption has an exercise price per share of Company Options pursuant hereto Common Stock that is greater than or equal to the Per Share Price shall be effected in a manner that satisfies cancelled at the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available Effective Time for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesno consideration.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than (a) At the Effective Time orTime, in the event the Acquisition is effected by way virtue of the OfferMerger and without any action on the part of Parent, at Merger Sub, the Offer ClosingCompany or the holders of Company Options, each Company Option that is not a Vested Company Option shall be automatically cancelled, without any exercise thereof and no payment or distribution shall be made with respect thereto. (whether or not vested or exercisable at b) At the Effective Time Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the Offer Closingholders of Company Options, as applicable) excluding any each Vested Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror Option outstanding and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or shall automatically be deemed exercised and the Offer Closing, as applicable, will deemed shares of Company Common Stock associated with such exercise shall automatically be assumed cancelled and thereupon converted into the right to receive a cash amount by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that multiplying (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Vested Company Option; and (ii) the Merger Option Consideration. If the Merger Option Consideration shall be a negative number for such Vested Company Option, no such cash payment shall be due and owing. Except as otherwise provided below, any Merger Option Consideration due and owing shall be paid as soon after the Effective Time as shall be practicable. Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any Merger Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. Prior to the Effective Time, the Company shall make any amendments to the terms of the Company Equity Plans and other stock option agreements, and take any other actions, as are necessary to give effect to the transactions contemplated by this Section 2.11(b). (c) Prior to the Effective Time, the Company shall (i) timely provide notice (in a form reasonably satisfactory to Parent) to each holder of a Company Option describing the treatment of such Company Option in accordance with this Section 2.11 and (ii) obtain such consents, and adopt (or cause there to be adopted) any amendments of any Company Equity Plan and any awards thereunder, as may be necessary to effect the transactions and terminations contemplated by this Section 2.11. (d) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time or Offer Closing, Time: (i) a letter of transmittal in customary form and containing such provisions as applicable, by the Exchange Ratio (with the resulting number rounded down Parent may reasonably specify and as are reasonably acceptable to the nearest whole share or ADRCompany (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company Capital Stock), ; and (ii) instructions for use in effecting the per share deemed exercise price and cancellation of the Acquiror common stock/ADRs issuable associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the exercise delivery of each Assumed a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, the holder of a Vested Company Option shall be equal entitled to receive in exchange therefor the cash consideration payable pursuant to the quotient determined by dividing provisions of Section 2.11(b), in full satisfaction of all rights pertaining to such Vested Company Option and the exercise price per share associated deemed shares of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, associated with the resulting price per share rounded up deemed exercise. No interest shall be paid or will accrue on any cash payable to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder holders of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of Vested Company Options pursuant hereto shall be effected in a manner that satisfies to the requirements provisions of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesSection 2.11.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition (A) Each Former Employee Option that is effected by way of the Offer, at the Offer Closing, each a Vested Company Option (whether shall be deemed to have been exercised, on a net exercise basis with respect to the applicable exercise price and any required withholding or not vested or exercisable at the Effective Time or the Offer Closingemployment taxes thereon, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or Closing and settled in the Offer applicable number of shares of Company Common Stock, rounded down to the nearest whole share, and treated in accordance with Section 3.01(a)(i)(A). Each Former Employee Option that is an Unvested Company Option shall be automatically cancelled at the Closing without the payment of consideration. From and after the Closing, as applicableexcept with respect to the holder’s right to receive Acquiror Common Stock, will if any, the Former Employee Option shall be cancelled and cease to be outstanding and the holder shall cease to have any rights with respect thereto. (B) Each Company Option (other than a Former Employee Option or a Specified Company Option) shall be assumed by Acquiror (each, and converted into an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed option to by purchase shares of Acquiror and a holder of such Assumed Option, be subject to Common Stock on the same terms and conditions as applied were applicable to the related such Company Option immediately prior to the Effective Time or Offer Closing, as applicableTime, including applicable vesting conditions (an “Exchanged Option”), equal to the vesting schedule applicable thereto, except that product (irounded down to the nearest whole number) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”A) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by and (B) the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR)Ratio, and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal to the quotient determined by dividing the at an exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share (rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver ) equal to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii1) the exercise price per share of such Assumed Option, and Company Option immediately prior to the Effective Time divided by (iii2) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing DateExchange Ratio; provided, as applicable. It is the intention of the parties however, that the assumption of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code exercise price and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise Common Stock purchasable pursuant to such Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Assumed Options. For purposes Code (to the extent applicable to such Company Option); provided, further, that in the case of any such Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, and the term “Exchange Ratio” requirements of Section 424(a) of the Code. (C) Each Specified Company Option that is a Vested Company Option shall mean be deemed to have been exercised, on a fraction determined by dividing (x) net exercise basis with respect to the Scheme Priceapplicable exercise price and any required withholding or employment taxes thereon, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) prior to the Closing Date or Offer Closing Date, as applicable, and settled in each case, rounded to four decimal placescash.

Company Options. In connection with the transactions contemplated by this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer Closing, each Each Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”unvested) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR)shall be cancelled and extinguished, and (ii) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed no such Company Option shall be equal substituted with any equivalent option or right to purchase or otherwise acquire any Acquirer Common Stock or other Equity Interests of Acquirer. Upon cancellation thereof, each such Company Option that has an exercise price less than the Per Share Closing Total Value (each, an “In-the-Money Company Option”) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.4, in each case in cash without any interest payable thereon: (A) the Option Consideration; plus (B) in the event any Excess Amount becomes payable to Company Securityholders pursuant to Section 1.6(f), the portion of such Excess Amount payable in respect of each such Company Option in accordance with this Agreement; plus (C) in the event any Milestone Payment becomes due to the quotient determined by dividing Company Securityholders pursuant to Section 1.7, the exercise price per portion of such Milestone Payment payable in respect of each such Company Option in accordance with Section 1.7. Each Company Option that is not an In-the-Money Company Option (an “Out-of-the-Money Company Option”) shall be 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 Company Securityholders, as and when such payments are required to be made, any such Company Option that was an Out-of-the-Money Company Option at the Closing would no longer be an Out-of-the-Money Company Option (because the sum of the Per Share Closing Total Value and such portion of the Excess Amount or Milestone Payment payable in respect of each share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed into which such Company Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (i) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) is exercisable is greater than the exercise price per share of such Assumed Company Option), and (iii) the portion of such Assumed Option that is vested and unvested then, as of the Closing Date date of payment of such Excess Amount or Offer Closing DateMilestone Payment: (1) the holder thereof shall be eligible to receive the amounts contemplated by clauses (B) and (C) above, as applicable. It is ; and (2) the intention of Securityholders’ Agent shall, based on the parties that information provided in the assumption of 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 Options pursuant hereto in the Fully Diluted Company Capital Stock and shall be effected in a manner that satisfies take into account the requirements aggregate exercise price of Sections 409A such former Out-of-the-Money Company Options and 424(a) all prior distributions of the Code Merger Consideration made to Company Securityholders, and the Treasury Regulations promulgated thereunder resulting changes in amounts payable following the time such Company Option ceases to be an Out-of-the-Money Company Option and this provision will be construed consistent with this intent. Acquiror shall take becomes an In-the-Money Company Option to all actions reasonably necessary Company Securityholders) and update the Spreadsheet or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise of the Assumed Options. For purposes of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing DateMilestone Payment Schedule, as applicable, and promptly provide or cause to be provided the updated Spreadsheet or Milestone Payment Schedule, as applicable, to Acquirer and the Exchange Agent. The payment of the Option Consideration, Excess Amount or Milestone Payments, or release of any portion of the Adjustment Escrow Funds, Indemnity Escrow Funds or Expense Fund to any holder of Employee Options shall be paid at such time(s) as provided in this Agreement to Acquirer or the Surviving Corporation for further payment to the holders of Employee Options through Acquirer’s or the Surviving Corporation’s payroll processing system, as described in Section 1.4, net of applicable Tax withholding and deductions pursuant to Section 1.9, and in respect of Non-Employee Options, shall be paid to the Exchange Agent for further payment to the holders of Non-Employee Options, provided that, as a condition to payment of any amount owed to a holder of Non-Employee Options in respect of Non-Employee Options, each case, rounded such holder of Non-Employee Options must have first delivered to four decimal placesthe Exchange Agent the Exchange Documentation.

Company Options. In connection with the transactions contemplated by this Agreement(a) The Company shall take all actions necessary to assure that, but no later than the Effective Time or, in the event the Acquisition is effected by way as of the Offer, at the Offer ClosingREIT Effective Time, each option to acquire Common Shares (each, a "Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicableOption") excluding any Company Options issued under the Company Employee Shares Purchase Plan, as amended, other than Company Options held by an individual identified by Acquiror and set forth in Schedule 5.11(b) (each, an “Identified Stock Option Holder”) that is unexpired, unexercised Plans or otherwise and outstanding immediately prior to the REIT Effective Time Time, whether or not then exercisable or vested, by virtue of the REIT Merger and without any further action on the part of the Purchaser Parties, the Company or the Offer Closingholder of that Company Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Common Share Merger Consideration per share over the exercise or purchase price per share of such Company Option, and (y) the number of Common Shares subject thereto (the aggregate of such amounts hereinafter referred to as applicable, will be assumed by Acquiror (each, an “Assumed Option”the "Option Merger Consideration"). Each such Assumed The payment of the Option shall, except as otherwise agreed Merger Consideration to by Acquiror and a the holder of such Assumed Option, be subject to the same terms and conditions as applied to the related a Company Option immediately prior to the Effective Time shall be reduced by any income or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that employment Tax withholding required under (i) the number of shares of Acquiror common stock Code or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock subject to such Assumed Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), and (ii) any applicable state, local or foreign Tax Laws. To the per share exercise price extent that amounts are so withheld, such withheld amounts shall be timely paid to the appropriate tax authority and shall be treated for all purposes under this Agreement as having been paid to the holder of that Company Option. At the REIT Effective Time, all Company Options shall be cancelled and each Company Stock Option Plan shall terminate. The Company shall take such actions as are necessary to ensure that each Company Stock Option Plan shall terminate as of the Acquiror common stock/ADRs issuable upon REIT Effective Time. The Option Merger Consideration paid with respect to Company Options in accordance with this Section 3.2(a) shall be deemed to have been paid in full satisfaction of all rights pertaining to the exercise cancelled Company Options and on and after the REIT Effective Time the holder of each Assumed a Company Option shall be equal have no further rights to exercise any Company Option. All administrative and other rights and authorities granted under the Company Stock Option Plans to the quotient determined by dividing Company, the Company Board or any committee or designee thereof, shall, following the REIT Effective Time, reside with the Surviving Entity. Notwithstanding the foregoing, if the exercise price per share of or unit provided for in any Company Option exceeds the Common Stock as of immediately prior Share Merger Consideration per share, at the REIT Effective Time, such Company Option shall be cancelled and no cash shall be paid with regard to such Company Option to the holder of such Company Option. The Option Merger Consideration shall be paid by the Surviving Entity to the holders of cancelled Company Options promptly following the REIT Effective Time or Offer Closing, as applicable, by the Exchange Ratio, with the resulting price per share rounded up to the nearest whole cent. As soon as reasonably practicable following but in no event later than five (5) Business Days after the Closing Date or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon . (ib) the aggregate number of shares/ADRs of Acquiror common stock issuable upon the exercise thereof, (ii) the exercise price per share of such Assumed Option, and (iii) the portion of such Assumed Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicable. It is the intention of the parties that the assumption of The Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual that is an officer or appropriate to have available for issuance or transfer a sufficient number of shares of Acquiror common stock for delivery upon exercise trustee of the Assumed Options. For purposes Company to be exempt from Section 16(b) of the foregoing, Exchange Act under Rule 16b-3 under the term “Exchange Ratio” shall mean a fraction determined by dividing (x) Act in accordance with the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated in U.S. dollars) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not including) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesSkadden No-Action Letter.