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 (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 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) 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 (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 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 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 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 (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 ClosingCompany 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 such Company Option is evidenced (but with changes to such documents as set forth in clause (iv) of the following sentence). All rights, as applicableterms, will be and restrictions with respect to Company Common Stock underlying the 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 Common Stock 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 Common Stock Exchange Ratio, with 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 and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of the respective grant agreements governing the Company Options and the applicable Company Plan, Parent may amend the terms of the Company Options and the Company Plan, in accordance with the terms thereof, 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 that relate to Parent or Parent Common Stock) and such Company Options shall be subject to further adjustment as appropriate and necessary to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time; and (B) 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 is intended to 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 Company Option by Acquiror, indicating thereon (ipursuant to this Section 5.5(a) 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 thereunder, and this provision Section 5.5(a) will be construed consistent with this intent. Acquiror . (b) Parent shall file with the SEC, promptly, but no later than thirty (30) calendar 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 that are issuable with 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 (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 the Effective Time or, in the event the Acquisition is effected by way of the Offer(a) Subject to Section 5.5(c), at the Offer ClosingEffective 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, 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 Meerkat Common Stock, and Meerkat shall assume the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each Company Plan and 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 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 such Company Option is evidenced. Any Company Options not issued under the Company Plan shall be cancelled immediately prior to the Effective Time or Offer ClosingTime. All rights with respect to Company Common Stock under Company Options assumed by Meerkat shall thereupon be converted into rights with respect to Meerkat Common Stock. Accordingly, as applicable, including from and after the vesting schedule applicable thereto, except that Effective Time: (i) each Company Option assumed by Meerkat may be exercised solely for shares of Meerkat Common Stock; (ii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Meerkat Common Stock subject to each Assumed Company Option assumed by Meerkat 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 Meerkat Common Stock; (iii) the per share or ADR), and exercise price for the Meerkat Common Stock issuable upon exercise of each Company Option assumed by Meerkat 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 ; and (iv) any restriction on the exercise of any Company Option assumed by Meerkat shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by Meerkat in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as reasonably practicable following appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Meerkat Common Stock subsequent to the Closing Date Effective Time; and (B) the Meerkat Board or a committee thereof shall succeed to the Offer Closing Date, as applicable, Acquiror will deliver authority and responsibility of the Company Board or any committee thereof with respect to each holder Company Option assumed by Meerkat. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an Assumed Option a document evidencing “incentive stock option” within the foregoing assumption meaning 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 Section 422 of the Closing Date or Offer Closing Date, as applicable. It is the intention Code) into an option to purchase shares of the parties that the assumption of Company Options pursuant hereto Meerkat Common Stock shall be effected made in a manner consistent with Treasury Regulation Section 1.424-1, such that satisfies the requirements conversion of Sections a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A and 424(a) or Section 424 of the Code and Code. (b) Meerkat shall file with the Treasury Regulations promulgated thereunder and this provision will be construed consistent SEC, promptly after the Effective Time, a registration statement on Form S-8 relating to the shares of Meerkat Common Stock issuable with this intent. Acquiror respect to Company Options assumed by Meerkat 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 (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 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 (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 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 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 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 the 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, 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 Parent shall assume each Company Option, be subject to in accordance with the same terms of the applicable Company Stock Option Plan and conditions as applied to the related Company Option immediately prior to the Effective Time stock option or Offer Closing, as applicable, including the vesting schedule applicable theretoother agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and the Human Resources 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 the Company Stock Option Plans, (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 Ratio, 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 Ratio, 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 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(iv) of the Code preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the Treasury Regulations regulations promulgated thereunder thereunder, 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 this provision will be construed consistent with this intent. Acquiror shall the Company agree to take all actions reasonably necessary steps to effect the foregoing provisions of this Section 3.05(a). (b) 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 paragraph (a) of this Section 3.05 and shall use its reasonable best 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 (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. (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 (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 (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 (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 At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Company Option") under the 1998 Equity Incentive Plan, the 1996 Equity Incentive Plan, the Non-Employee Directors Stock Option Plan (the "Company Option Plans") or any stock option agreements to which the Company is a party, whether or not vested, shall be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such Company Options immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions, other than 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, except that (i) each Company Option will be exercisable (whether or not vested or will become exercisable at the Effective Time or the Offer Closing, as applicablein accordance with its terms) 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”) for that is unexpired, unexercised and outstanding immediately prior number of whole shares of Parent Common Stock equal to the Effective Time or product of 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 number of shares of Company Common Stock that were issuable upon exercise 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, multiplied by the Common Exchange Ratio (with the resulting number Ratio, 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 assumed Company 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 Company 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 cent. As soon as reasonably practicable following Parent shall comply with the Closing Date or terms of all such Company Options and use its best reasonable efforts to ensure, to the Offer Closing Dateextent required by and subject to the provisions of, as applicable, Acquiror will deliver to each holder of an Assumed the 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) the exercise price per share of such Assumed OptionPlans, and (iii) to the portion of such Assumed Option extent permitted under the Code, 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 any Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) qualified for tax treatment as incentive stock options under Section 422 of the Code and prior to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intentEffective Time continue to so qualify after the Effective Time. Acquiror shall take Parent represents that it has taken all corporate 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 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) assumed Company Options 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, terms set forth in each case, rounded to four decimal placesthis Section 3.1(d).

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 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 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 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 (Option, whether or not vested 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 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, an “Assumed Option”)Parent. Each such Assumed Company Option shallso assumed by Parent under this Agreement 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 to the related of such Company Option immediately prior to the Effective Time (including any repurchase rights or Offer Closingvesting provisions and provisions regarding the acceleration of vesting on certain transactions, as applicable, including other than the vesting schedule applicable theretotransactions contemplated by this Agreement), except that (i) the each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of shares Parent Ordinary Shares equal to the product 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 that were issuable upon exercise of such Assumed 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), number of Parent Ordinary Shares and (ii) the per share exercise price of for the Acquiror common stock/ADRs Parent Ordinary Shares issuable upon the exercise of each Assumed such assumed Company 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 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 rounded up to the nearest whole cent. As soon as reasonably practicable following Parent shall comply with the Closing Date or terms of all such Company Options and use its best efforts to ensure, to the Offer Closing Dateextent required by and subject to the provisions of, 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 OptionCompany Equity Plan, and (iii) to the portion of such Assumed Option extent permitted under the Code, that is vested and unvested any Company Options that qualified for tax treatment as incentive stock options under Section 422 of the Closing Date Code prior to the Effective Time continue to so qualify after the Effective Time. The Company will take all necessary or Offer Closing Date, as applicable. It is appropriate actions to effectuate the intention of the parties that the assumption treatment of Company Options pursuant hereto shall be effected in a manner that satisfies the requirements of Sections 409A contemplated by this Section 4.9(a) and 424(a) of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror Parent shall take all corporate actions reasonably necessary or appropriate to have available reserve for issuance or transfer a sufficient number of shares of Acquiror common stock Parent Ordinary Shares 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) assumed Company Options on the New York Stock Exchange market terms set forth in this Section 4.9(a). Parent shall file a Form S-8 registration statement with the SEC covering the Parent Ordinary Shares issuable with respect to assumed Company Options within 10 business days after the Effective Time. Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements 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 assumed Company Options remain outstanding.

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 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, 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 (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 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. 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 (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 Option Plan, whether or the Offer Closing, as applicablenot vested, will be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Option Plan. All rights with respect to Company Common Stock under Company Options assumed by Acquiror Parent will 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 shall assumed by Parent will be determined by multiplying (x) 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 applicable, by (y) the Company Common Exchange Ratio (with 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 will be determined by dividing (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 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 (y) the Company Common 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 will continue in full force and effect and the term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Option will otherwise remain unchanged; provided, however, that: (1) to the extent provided under the terms of a Company Option, such Company Option assumed by Parent in accordance with this Section 5.18(a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time; and (2) Parent’ board of directors or a committee thereof will succeed to the authority and responsibility of Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. As Notwithstanding anything to the contrary in this Section 5.18(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. It is the intention of the parties that each Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code 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. (b) Parent will file with the SEC, as soon as reasonably practicable following (and in any event within 10 Business Days) after the Closing Date Effective Time, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to Company Options assumed by Parent in accordance with Section 5.18(a), to the extent permitted by federal securities laws, and Parent shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the Offer Closing Datecurrent status of the prospectus or prospectuses delivered with respect to such shares) for so long as such options remain outstanding. (c) Within twenty (20) business days after the Effective Time, as applicable, Acquiror Parent will deliver issue to each person who, immediately prior to the Effective Time, was a holder of an Assumed a Company Option a document evidencing the foregoing assumption of such Assumed Option 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 placesParent.

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 or under the Offer ClosingCompany Stock Plans shall be fully vested and converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Stock Plans 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 Stock Plans 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 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 (each, an “Assumed Option”Parent shall thereupon be converted into rights with respect to Parent Common Stock in accordance with this Section 5.5(a). Each such Assumed Option shallAccordingly, except as otherwise agreed to by Acquiror from and a holder of such Assumed Option, be subject to after the same terms and conditions as applied to the related Effective Time: (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 Parent Common Stock (“ADR”as of immediately after the Effective Time) representing shares of Acquiror 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 (iias of immediately after the Effective Time) for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) 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 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 however, 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 Stock Plans 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 Company Option assumed by Parent. (b) Parent shall file with the Treasury Regulations promulgated thereunder and this provision will be construed consistent SEC, promptly 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 Stock Plans 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 the Effective Time or, in the event the Acquisition is effected by way of the Offer(a) Subject to Section 5.5(c), at the Offer ClosingEffective 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, 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 Caladrius Common Stock, and Caladrius shall assume the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each Company Plan and 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 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 such Company Option is evidenced. Any Company Options not issued under the Company Plan shall be cancelled immediately prior to the Effective Time or Offer ClosingTime. All rights with respect to Company Common Stock under Company Options assumed by Caladrius shall thereupon be converted into rights with respect to Caladrius Common Stock. Accordingly, as applicable, including from and after the vesting schedule applicable thereto, except that Effective Time: (i) each Company Option assumed by Caladrius may be exercised solely for shares of Caladrius Common Stock; (ii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Caladrius Common Stock subject to each Assumed Company Option assumed by Caladrius 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 Caladrius Common Stock; (iii) the per share or ADR), and exercise price for the Caladrius Common Stock issuable upon exercise of each Company Option assumed by Caladrius 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 ; and (iv) any restriction on the exercise of any Company Option assumed by Caladrius shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by Caladrius in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as reasonably practicable following appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Caladrius Common Stock subsequent to the Closing Date Effective Time; and (B) the Caladrius Board or a committee thereof shall succeed to the Offer Closing Date, as applicable, Acquiror will deliver authority and responsibility of the Company Board or any committee thereof with respect to each holder Company Option assumed by Caladrius. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an Assumed Option a document evidencing “incentive stock option” within the foregoing assumption meaning 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 Section 422 of the Closing Date or Offer Closing Date, as applicable. It is the intention Code) into an option to purchase shares of the parties that the assumption of Company Options pursuant hereto Caladrius Common Stock shall be effected made in a manner consistent with Treasury Regulation Section 1.424-1, such that satisfies the requirements conversion of Sections a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A and 424(a) or Section 424 of the Code and Code. (b) Caladrius shall file with the Treasury Regulations promulgated thereunder and this provision will be construed consistent SEC, promptly after the Effective Time, a registration statement on Form S-8 relating to the shares of Caladrius Common Stock issuable with this intentrespect to Company Options assumed by Caladrius in accordance with Section 5.5(a). Acquiror (c) Prior to the Effective Time, the Company shall take all actions reasonably that may be necessary (under the Company Plan or appropriate otherwise) to have available for issuance or transfer a sufficient number effectuate the provisions 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.this Section 5.5

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 Closingsubject to Section --------------- 3.1(c)(4), each Company Option shall be assumed by Splash in accordance with provisions described below. (1) At the Effective Time, each Company Option, whether or not vested or exercisable at and exercisable, shall be, in connection with the Effective Time or the Offer ClosingMerger, 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 canceled and set forth in Schedule 5.11(b) substitution therefor Splash shall issue a new option (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 a "Splash ------ Option”"). Each such Assumed Splash Option shall, except as otherwise agreed shall continue to by Acquiror and a holder of such Assumed Option, be subject to the same terms and ------ conditions as applied the respective Company Option, including vesting, except that (A) each Splash Option shall be exercisable for that number of whole shares of Splash Common Stock equal to the related product of (1) the number of shares of Company Capital Stock (on an as converted into Common Stock basis) 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 multiplied by (i2) the Option Exchange Ratio (rounded up to the nearest whole number of shares of Acquiror common stock or American Depository Receipts Splash Common Stock), (“ADR”B) representing shares the exercise price per share of Acquiror common stock subject to each Assumed Option shall be determined by multiplying the number of shares of Company Splash Common Stock subject to under 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 Splash Option shall be equal to the quotient determined by dividing (1) the exercise price per share of Company Common Capital Stock as of at which such Company Option was exercisable immediately prior to the Effective Time or Offer Closing, (on an as applicableconverted into Common Stock basis), by (2) the Exchange Ratio, with the resulting price per share Ratio (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 (iiiC) in the portion case of such Assumed Company Options originally granted under the Company's 1993 Stock Option that is vested and unvested as Plan, the substituted Splash Options shall be governed by the terms of the Closing Date or Offer Closing Date, as applicable. Splash 1996 Stock Option Plan and standard form of agreement thereunder. (2) It is the intention of the parties that the assumption of Company Options pursuant hereto shall be effected assumed by Splash qualify 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 the Company Options qualified as incentive stock options immediately prior to the Effective Time. (3) As promptly as practicable following the Effective Time, Splash will issue, to each holder of an outstanding Company Option immediately prior to the Effective Time, a new Splash Option in respect of the canceled Company Option. (4) Notwithstanding any other provision hereof, in connection with the Merger and in return for an aggregate payment of $199,375 ($79,750 to Technology Funding and $119,625 to Oxford Partners), the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate Company warrants to have available for issuance or transfer a sufficient number purchase an aggregate of 362,500 shares of Acquiror common stock for delivery upon Common Stock at an exercise price of $1.00 per share issued to Technology Funding (145,000 shares) and Oxford Partners (217,500 shares) (collectively, the "Technology Funding and Oxford Warrants") shall be canceled at the Effective Time 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 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 (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 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 49- 55 (a) As soon as practicable following the transactions contemplated by date of this Agreement, but no later than the Effective Time Board of Directors of the Company (or, in if appropriate, any committee administering the event Company Stock Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the Acquisition is effected by way terms of the Offerall outstanding Company Stock Options (each, as so adjusted, an "Adjusted Option"), whether vested or unvested, as necessary to provide that, at the Offer ClosingEffective Time, each Company Stock 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 Closingshall be amended and converted, 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 were applicable under such Company Stock Option as such that each Company Stock Option to acquire shares of any class of the related Company Option immediately prior Common Stock will be converted into an option to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that (i) acquire 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 Parent Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Assumed Company Stock 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 ADRshare), and (ii) the per share at 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 set forth in the Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option by the Exchange Ratio, with the resulting price per share Ratio (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 ). (b) The adjustments provided in this Section 7.6 with respect to each holder of an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by Acquiror, indicating thereon (iany Company Stock Options to which Section 421(a) 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 Code applies 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 Code. (c) Prior to the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror Effective Time, Parent shall take all necessary actions reasonably necessary (including, if required to comply with Section 162(m) of the Code (and the regulations thereunder) or appropriate applicable law or rule of the NYSE, obtaining the approval of its shareholders at the Parent Shareholders Meeting) to have available assume at the Effective Time all obligations undertaken by, or on behalf of, the Company under Section 7.6(a) and to adopt at the Effective Time the Company Stock Option Plans and each Adjusted Option and to take all other action called for in this Section 7.6, including the reservation, issuance or transfer and listing of Parent Common Stock in a sufficient number at least equal to the number of shares of Acquiror common stock for delivery upon exercise Parent Common Stock that will be subject to the Adjusted Options. (d) As soon as practicable following the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Parent Common Stock equal to the number of shares subject to the Adjusted Options. Such registration statement shall be kept effective (and the current status of the Assumed Options. For purposes prospectus or prospectuses required thereby shall be maintained) at least for so long as any Adjusted Options or any unsettled awards granted under the Company Stock Option Plans after the Effective Time may remain outstanding. (e) As soon as practicable after the Effective Time, Parent shall deliver to the holders of the foregoing, Company Stock Options appropriate notices setting forth such holders' rights pursuant to the term “Exchange Ratio” respective Company Stock Option Plans and the agreements evidencing the grants of such Company Stock Options and that such the Company Stock Options and agreements shall mean a fraction determined be assumed by dividing (x) the Scheme Price, by (y) the volume weighted average per share price of Acquiror common stock (denominated Parent and shall continue in U.S. dollars) effect on the New York same terms and conditions (subject to the adjustments required by this Section 7.6 after giving effect to the Merger). (f) Except as otherwise expressly provided in this Section 7.6 and except to the extent required under the respective terms of the Company Stock Exchange market for Options, all restrictions or limitations on transfer and vesting with respect to the ten (10) consecutive trading days immediately preceding (but Company Stock Options awarded under the Company Stock Option Plans or any other plan, program or arrangement of the Company or any Subsidiary of the Company to the extent that such restrictions or limitations shall not including) have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such options after giving effect to the Closing Date or Offer Closing Date, Merger and the assumption by Parent as applicable, set forth in each case, rounded to four decimal placesthe Section 7.6.

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 (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 (that is outstanding and unexercised immediately prior to the First Effective Time, 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 shall cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted, at the First Effective Time, into an option to purchase Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as otherwise agreed to by Acquiror and applicable (each, a holder of such Assumed “Converted Option, be subject to ”) on 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 were 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 First Effective Time or Offer Closing(but with such changes to such Converted Option and to the Company Plan as Parent in good faith determines are necessary to reflect such assumption and conversion as set forth in clause (x) of this Section 1.10). All rights with respect to Company Common Stock under Assumed Options shall thereupon be converted into rights with respect to Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable. Accordingly, from and after the First Effective Time: (i) unless and until the Preferred Stock Conversion Proposal is approved, each Converted Option may be exercised solely for Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable, in the same proportion as shares of Parent Common Stock and shares of Parent Convertible Preferred Stock are issuable to the holders of Company Common Stock pursuant to Section 1.5; (ii) the number of Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable, subject to each Converted Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to the applicable Assumed Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio (with Ratio, and rounding the resulting number rounded down to the nearest whole share or ADR)number of such Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable; provided that in the event of the approval of the Preferred Stock Conversion Proposal, each Converted Option shall thereafter be exercisable solely for shares of Parent Common Stock, and the number of shares of Parent Common Stock subject to each Converted Option in lieu of shares of Parent Convertible Preferred Stock shall be determined in a manner consistent with the conversion of shares of Parent Common Stock pursuant to Section 1.5; (iiiii) the per share exercise price for the Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable, issuable upon exercise of each Converted Option shall be determined by dividing (A) 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 the applicable Assumed Option, as of in effect immediately prior to the First Effective Time or Offer Closing, as applicableTime, by (B) the Exchange Ratio, with 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 Assumed Option shall continue in full force and effect and the Offer Closing Dateterm, exercisability, vesting schedule and other provisions of such Assumed Option shall otherwise remain unchanged and subject to the Company Plan; provided, that the exercise price, the number of Parent Common Stock Payment Shares and Parent Convertible Preferred Stock Payment Shares, as applicable, Acquiror will deliver subject to each holder Converted Option and the terms and conditions of an Assumed exercise of each Converted 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 determined in a manner that satisfies consistent with the requirements of Sections 409A and Section 424(a) of the Code and Section 409A of the Treasury Regulations promulgated thereunder and this provision will Code, as applicable (including, for the avoidance of doubt, that any Parent Convertible Preferred Stock Payment Shares subject to a Converted Option shall be construed consistent with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer “service recipient stock” within the meaning of Section 409A of the Code as a sufficient number result of shares of Acquiror such Parent Convertible Preferred Stock Payment Shares constituting common stock for delivery upon exercise purposes of Section 305 of the Assumed Options. For purposes Code, not having any preference as to distributions, and not being subject to any mandatory repurchase obligation (other than a right of the foregoingfirst refusal) or any put or call right); provided, the term “Exchange Ratio” shall mean a fraction determined by dividing further, that: (x) the Scheme PriceParent Board or a committee thereof may amend the terms of the Converted Options or Company Plan, once assumed, as may be necessary to reflect Parent’s assumption of the Assumed Options consistent with this Agreement (such as by making any change in control or similar definition relate to Parent, having any provision that provides for the adjustment of Converted Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Stock Payment Shares, and such other amendments as may be necessary in order to conform the terms of the Converted Options to the terms of the Parent Stock Plan); and (y) the volume weighted average per share price administrator of Acquiror common stock the Parent Stock Plan shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Converted Option and the Company Plan, once assumed. (denominated b) If necessary to register shares of Parent Common Stock reserved for issuance in U.S. dollarsconnection with Converted Options under the Company Plan, Parent shall file with the SEC as soon as reasonably practicable after (and in any event, not later than thirty (30) on the New York Stock Exchange market for the ten (10) consecutive trading days immediately preceding (but not includingafter) the Closing Date filing of Parent’s next quarterly report on Form 10-Q, a registration statement on Form S-8 (or Offer Closing Date, as applicable, in each case, rounded any successor form) with respect to four decimal placessuch Parent Common Stock.

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 applicableunvested) 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 (eachParent and shall become an option to acquire Parent Common Stock, 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 applicable Company Equity Plan and Company Option agreement in effect immediately prior to the Effective Time or Offer ClosingTime, taking into account the transactions that are the subject of this Agreement, as applicable, including the vesting schedule applicable thereto, except that follows: (i1) 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 the number of shares of Company Common Stock that were subject to such Assumed Company Option immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (2) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. 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 and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption of such Company Option, in each case except to the extent otherwise provided in any Company Equity Plan, the Company Change in Control Plan, or any stock option or other agreement between the holder of a Company Option and the Company and taking into account the transactions that are the subject of this Agreement. Within five Business Days following the Effective Time, Parent shall deliver to any holder of a Company Option an appropriate notice setting forth such former participants’ rights with respect to the Company Options assumed by Parent, as provided in this Section 1.5(a)(iv). Notwithstanding the foregoing, any Company Option held by a non-employee director of the Company that is outstanding as of immediately prior to the Effective Time or Offer Closing, as applicable, shall not be assumed by the Exchange Ratio Parent and shall instead be cancelled in exchange for a payment by Parent of (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 an amount in cash equal to the quotient determined by dividing the exercise price per share product 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 (i1) the aggregate number of shares/ADRs shares of Acquiror common stock issuable upon the exercise thereof, Company Common Stock subject to such Company Option multiplied by (ii2) the excess, if any, of the Per Share Cash Consideration over the product of (I) the applicable per share exercise price per share of under such Assumed OptionCompany Option multiplied by (II) the Cash Consideration Percentage, and (iiiy) 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 Parent Common Stock equal to the quotient of (1) the product of (I) the aggregate number of shares of Company Common Stock subject to such Company Option multiplied by (II) the excess, if any, of the Assumed Options. For purposes Per Share Stock Consideration Value over the product of the foregoing, the term “Exchange Ratio” shall mean a fraction determined by dividing (xA) the Scheme Price, applicable per share exercise price under such Company Option multiplied by (yB) the volume weighted average per share price of Acquiror common stock Stock Consideration Percentage 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 including2) the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesParent Stock Transaction Value.

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 (that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable at vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Share Option Plans and each such Company Option in accordance with its terms (as in effect as of the date of this Agreement). All rights with respect to Company Ordinary Shares under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time or Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the Offer Closingnumber of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of Company Ordinary Shares that were subject to such Company Option, 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 effect 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 (iB) 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 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 Company Ordinary Shares subject to the quotient determined by dividing the exercise price per share of such Company Common Stock 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 ; 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 and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a Company Option, such Company Option assumed by Parent in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as reasonably practicable following appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Closing Date Effective Time; and (B) Parent’s Board of Directors or a committee thereof shall succeed to the Offer Closing Date, as applicable, Acquiror will deliver authority and responsibility of Company’s Board of Directors or any committee thereof with respect to each holder Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an Assumed Option a document evidencing “incentive stock option” within the foregoing assumption meaning 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 Section 422 of the Closing Date or Offer Closing Date, as applicable. It is the intention Code) into an option to purchase shares of the parties that the assumption of Company Options pursuant hereto Parent Common Stock shall be effected made in a manner consistent with Treasury Regulation Section 1.424-1, such that satisfies the requirements conversion of Sections a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A and 424(a) or Section 424 of the Code and Code. (b) Parent shall file with the Treasury Regulations promulgated thereunder and this provision will be construed consistent SEC, promptly following the Effective Time, a registration statement on Form S-8, 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 Share Option Plans 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 the Effective Time or, in the event the Acquisition is effected by way of the Offer(a) Subject to Section 6.5(c), at the Offer ClosingEffective 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, outstanding and unexercised and outstanding immediately prior to the Effective Time or and that, following assumption by Gem at the Offer Closing, as applicableEffective Time, will be eligible to be registered on Form S-8, whether or not vested, shall be assumed by Acquiror and converted into an option to purchase Gem Common Stock (each, an “Assumed Option”). Each such Assumed Option shall) in a manner consistent with the requirements of Section 409A and, except as otherwise agreed to by Acquiror for Company Options qualified under Section 422 of the Code, Section 424 of the Code, and a holder of such Assumed Option, Gem shall assume the Company Plan] All other Company Options shall be subject to the same terms and conditions as applied to the related Company Option cancelled immediately prior to the Effective Time or Offer ClosingTime. All rights with respect to Company Common Stock under Company Options assumed by Gem shall thereupon be converted into rights with respect to Gem Common Stock. Accordingly, as applicable, including from and after the vesting schedule applicable thereto, except that Effective Time: (i) each Assumed Option may be exercised solely for shares of Gem Common Stock, (ii) the number of shares of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock Gem 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 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 share or ADR), number of shares of Gem Common Stock and (iiiii) 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 (A) the per share exercise price per share of Company Common Stock such Assumed 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 Each Assumed Option shall otherwise continue to be subject to substantially the same terms and conditions (including the vesting arrangements and other terms and conditions set forth in the Company Plan and the applicable stock option or other agreement) as in effect and applicable to the Assumed Option immediately prior to the Effective Time; provided, however, that: (A) to the extent provided under the terms of a Company Option, each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Gem Common Stock subsequent to the Effective Time and (B) the Gem Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Assumed Option and the Company Plan. (b) Gem shall file with the SEC, as soon as reasonably practicable following after the Closing Date or Effective Time, a registration statement on Form S-8, if available for use by Gem, relating to the Offer Closing Dateshares of Gem Common Stock issuable with respect to Assumed Options. (c) Prior to the Effective Time, 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 that may be necessary or appropriate (under the Company Plan and otherwise) to effectuate the provisions of this Section 6.5 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 6.5.

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.

Company Options. In connection with Effective as of the transactions contemplated by this AgreementEffective Time, but no later than (a) Parent shall assume the Company Option Plan and each unvested Company Option that is outstanding as of the Effective Time or, in and that provides for an exercise price per share that is less than the event Per Share Common Merger Consideration together with the Acquisition is effected by way of the Offer, at the Offer Closing, option agreement representing each such 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 Company 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 (b) each Company Option immediately prior to that is outstanding as of the Effective Time that is vested but has not been exercised in accordance with its terms as of the Effective Time or Offer Closing, as applicable, including that provides for an exercise price per share that is equal to or greater than the vesting schedule applicable thereto, except that (i) the Per Share Common Merger Consideration shall be canceled without any payment therefor. Each Assumed Company Option shall thereafter be exercisable for such 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 Parent Common Stock as equals 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 Option Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADRnumber), and (ii) the . The exercise price per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each such Assumed Company Option shall be equal to the quotient determined by dividing the exercise price per share of set forth in the option agreement for such Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, Option divided by the Option Exchange Ratio, with the resulting price per share Ratio (rounded up to the nearest next whole cent). As soon as reasonably practicable following The Company and the Closing Date or administrator of the Offer Closing Date, as applicable, Acquiror will deliver Company Option Plan (the “Administrator”) shall each use its commercially reasonable efforts to cause (i) the Company Option Plan and all Assumed Company Options to be assumed by Parent on the terms and conditions set forth in this Section 6.13; (ii) each holder of an Assumed Company Option (other than the Key Transitional Employees and certain other specifically identified Employees who will be offered employment with Parent on a document evidencing transitional basis) to execute an Option Reset Agreement in the foregoing assumption of such Assumed form attached hereto as Exhibit E (“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 OptionReset Agreement”), and (iii) the portion of such Assumed each Company Option that is vested not an Assumed Company Option and unvested that has not been exercised as of the Effective Time to be terminated effective as of the Effective Time. Each such Assumed Company Option shall be and become exercisable only as provided in the applicable Option Reset Agreement, other than the Assumed Company Options held by Key Transitional Employees and certain other specifically identified Employees who will be offered employment with Parent on a transitional basis which shall continue to be governed by the option agreements to which they are subject as of the Closing Date or Offer Closing Date, as applicableexcept for the adjustments specifically contemplated by this Section 6.13. It is the intention of the parties that the assumption The holders of Company Options pursuant hereto have been or will be properly given, or shall be effected in a manner that satisfies have properly waived, any required notice prior to the requirements of Sections 409A and 424(a) of the Code Merger. The Company and the Treasury Regulations promulgated thereunder Administrator shall also cause the Company Option Plan to be amended such that, after the Effective Time, (x) no further option grants may be made under the Company Option Plan, and this provision will (y) outstanding Company Options cannot be construed consistent with this intentrepriced. Acquiror Parent shall take all actions reasonably corporation action necessary or appropriate to have available reserve for issuance or transfer under the Company Option Plan a sufficient number of shares of Acquiror common stock Parent Common Stock for delivery upon exercise of the Assumed Company Options. For purposes Promptly after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the shares of Parent Common Stock subject to the Assumed Company Options and shall use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of Parent’s other registration statements on Form S-8 to 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 Assumed Company 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 is effected by way of the Offer, at the Offer Closing, each 49 (a) Each Company Option (other than any Assumed 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, unexercised and outstanding immediately prior to the Effective Time or the Offer Closingshall, 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 Optionthe Effective Time, be subject to the same terms and conditions as applied to the related Company Option immediately prior to cancelled at the Effective Time or Offer Closingin exchange for the right to receive an amount in cash in U.S. dollars, as applicable, including the vesting schedule applicable thereto, except that equal to (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 Company Option multiplied by (y) the excess, if any, of the amount of the Merger Consideration over the per share exercise price of the Company Common Stock subject to such Company Option, with the aggregate amount of such payment rounded down to the nearest cent (the aggregate amount of such cash hereinafter referred to as the "Option Consideration") less such amounts as are required to be withheld or deducted in accordance with Section 2.2(e). (b) Notwithstanding the terms of Section 6.11(a) above, each Company Option that (i) is held by a Person listed on 6.11(b) of the Parent Disclosure Schedule (each such Person, a "Continuing Investor"), (ii) is outstanding and unexercised as of the Effective Time, and (iii) has a per share exercise price greater than two dollars and seventy-one cents ($2.71) (each, an "Assumed Option") shall not be treated pursuant to the terms of Section 6.11(a) but instead, effective as of the Effective Time, each Assumed Option, whether vested or unvested, shall, as of the Effective Time, be cancelled at the Effective Time shall cease to represent a right to acquire shares of Company Common Stock at that time, and in exchange therefor, shall be converted automatically into an option to purchase shares of Parent Common Stock; provided, however, that (x) the number of shares of Parent Common Stock purchasable upon the exercise of such Assumed Option as shall be equal to the number of shares of Company Common Stock that were purchasable under such Assumed Option immediately prior to the Effective Time or Offer Closing, as applicable, multiplied by the "Exchange Ratio (with the resulting number Ratio" as defined below, rounded down to the nearest whole share or ADR)share, and (iiy) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each such Assumed Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of Company Common Stock as of immediately prior to the Effective Time or Offer Closing, as applicable, such Assumed Option by the Exchange Ratio, with the resulting price per share rounded rounding up to the nearest whole cent. As soon cent and (z) except 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 Optionprovided in this Section 6.11(b), and with respect only to the vesting terms and conditions (iii) the portion of such Assumed Option that is vested and unvested which shall not be accelerated as a result of the Closing Date or Offer Closing Date, as applicable. It is Merger) and the intention terms of the parties that Assumed Options, the assumption of Company Assumed Options pursuant hereto shall be effected on the same terms and conditions, regarding those matters as set forth 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 respective grant instruments evidencing the Assumed Options. For the avoidance of doubt, in no event will any Company Option assumed pursuant to this Section 6.11(b) be exchanged for Option Consideration pursuant to Section 6.11(a) and Company Options covered under Section 6.11(a) will not be assumed pursuant to this Section 6.11(b). For purposes of the foregoingthis Section 6.11(b), the term “"Exchange Ratio” " shall mean a fraction determined be equal to 0.02125 (c) The board of directors of the Company or the compensation committee thereof, to the extent duly authorized, shall make such adjustments and amendments to or make such determinations with respect to the Company Options as may be necessary or appropriate to implement the foregoing provisions of this Section 6.11. If and to the extent necessary or required by dividing (x) the Scheme Priceterms of the Option Plans and any other plan, by (y) program, agreement or arrangement or pursuant to the volume weighted average per share price terms of Acquiror common stock (denominated in U.S. dollars) on any Company Option granted thereunder, the New York Stock Exchange market for Company shall use its reasonable best efforts to obtain the ten (10) consecutive trading days immediately preceding (but not including) necessary consents to implement the Closing Date foregoing provisions of this Section 6.11. The board of directors of the Company or Offer Closing Datethe compensation committee thereof, to the extent duly authorized, shall take all actions necessary or appropriate to terminate, as applicableof the Effective Time, in each casethe Option Plans and any other plan, rounded to four decimal placesprogram, agreement or arrangement under which equity-based rights of the Company have been granted.

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 Option (Common Stock, whether or not vested exercisable and whether or exercisable at the Effective Time or the Offer Closingnot vested, 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 (a “Company Option”) shall be assumed by Acquiror (each, Parent and 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 Parent Common Stock (such option, an “ADRExchanged Option”) representing shares equal to the product (rounded down to the nearest 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 Company Option immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time, subject to the adjustments required by this Section 1.10(a) after giving effect to the Merger. At the Effective Time, each Company restricted stock award (a “Company Restricted Stock Award”), whether vested or unvested, shall be assumed by Parent and shall be converted into a restricted stock award with respect to a number of shares of Parent Common Stock (such restricted stock award, an “Exchanged RSA”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time and (y) the Exchange Ratio, with the same terms and conditions as were applicable under such Company Restricted Stock Award immediately prior to the Effective Time. Parent shall assume the Company Stock Plan (the “Assumed Option Plan”) such that the Exchanged Options and Exchanged RSAs will be issued under the Assumed Plan, and stock options and other equity-based awards may be issued with respect to the shares available for grant thereunder as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with the resulting number rounded down subject to appropriate adjustment pursuant to the nearest whole share or ADR)Company Stock Plan and all equity-based awards granted thereunder) in respect of Parent Common Stock under such Company Stock Plan, and (ii) the per share exercise price Parent shall take all corporate action necessary to reserve for issuance a sufficient number of the Acquiror common stock/ADRs issuable shares of Parent Common Stock for delivery upon the exercise of each Assumed Option shall be equal to Company Options and the quotient determined by dividing issuance of stock options and other equity-based awards from the exercise price per share of Company Common Stock shares available for grant as of immediately prior to the Effective Time under the Company Stock Plan assumed in accordance with this Section 1.10(a). At or Offer Closingprior to the Effective Time, the Parties and their boards, as applicable, by the Exchange Ratio, with the resulting price per share rounded up shall adopt any resolutions and take any actions that are necessary 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 effectuate the assumption of the Company Stock Plan and the treatment of the Company Options and Company Restricted Stock Awards pursuant hereto to this subsection, and to cause any disposition or acquisition of equity securities of Parent pursuant to this Section 1.10(a) by each individual who is a director or officer of Parent or who will become a director or officer of Parent at the Effective Time to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent shall be effected in a manner that satisfies file an appropriate registration statement or registration statements with respect to the requirements shares of Sections 409A and 424(a) Parent Common Stock subject to such Exchanged Options (other than any Exchanged Options held by any former employee, director or consultant of the Code Company immediately prior to the Effective Time) as soon as permitted by Legal Requirements following the Effective Time and shall use commercially reasonable efforts to maintain the Treasury Regulations promulgated thereunder effectiveness of such registration statement or registration statements (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 maintain the current status of the Assumed Options. For purposes 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 awards remain outstanding.

Company Options. In connection with At the transactions contemplated by this AgreementEffective Time, but no later than each outstanding Company Option that is vested as of the Effective Time or(a “Vested Company Option”), in shall, subject to the event the Acquisition is effected by way proviso of the Offerthis sentence, at the Offer Closing, each Company Option (whether or not vested or exercisable automatically be cancelled at the Effective Time or and converted into the Offer Closingright to receive, as applicable) excluding any Company Options under at the Company Employee Shares Purchase PlanEffective Time, 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 a lump sum cash payment equal 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 product 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 such Vested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Vested Company Option (the product of such amounts, the “Cash Payment”), provided that in lieu of the Cash Payment, a holder of a Vested Company Option may elect at any time prior to such date determined by the Company that is in advance of the Effective Time and communicated to the holders of Vested Company Options to convert his or her Vested Company Option at the Effective Time into an option to purchase the Merger Consideration at the same exercise price, and otherwise subject to such terms and conditions (including those related to accelerated vesting) as set forth in the Company Stock Plans and the related option agreement under which it was granted immediately prior to the Effective Time. With respect to any Vested Company Options for which the holder thereof has not elected to receive the Cash Payment, Parent shall take all necessary action to provide that, from and after the Effective Time, the holder of such Vested Company Option shall be determined permitted to exercise such Vested Company Option by multiplying means of delivering a properly executed exercise notice to Parent, together with a copy of irrevocable instructions to a broker to deliver promptly to Parent the amount of sale or loan proceeds necessary to pay the exercise price of such Vested Company Option, and, if requested, the amount of any federal, state, local or foreign withholding taxes. Each outstanding Company Option other than a Vested Company Option (each, an “Unvested Company Option”) shall automatically be cancelled at the Effective Time, and an amount equal to the product of (i) the number of shares of Company Common Stock subject to such Assumed Unvested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option shall be credited as an opening balance of a deferred compensation account for each of the holders of such Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the Unvested Company Option held by any individual holder of a Company Option as of immediately prior to the Effective Time or Offer Closingrelates to at least 10,000 shares of Company Common Stock, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), Company shall establish a grantor “rabbi” trust and (ii) the per share exercise price deposit therein an amount of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be cash equal to the quotient determined by dividing amount of deferred compensation credited to each such holder’s account pursuant to the exercise price per share terms of the holder’s option agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company’s deferred compensation obligations to each holder. Initially, the trustee of the trust shall be the Designated Officer or such other trustee as the Designated Officer may designate, and any successor to the trustee shall be subject to the approval of the Designated Officer. If the portion of the Unvested Company Common Stock as of Option immediately prior to the Effective Time or Offer Closingrelates to less than 10,000 shares of Company Common Stock, the Company shall not be required to establish a grantor “rabbi” trust with respect to its obligation to the holder. All amounts in each holder’s deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as applicable, agreed to from time to time by the Exchange RatioCompany and the holder. Upon vesting of the account, with the resulting price per share rounded up each holder shall be entitled to payment, in settlement of his or her deferred compensation account, of a cash amount equal to the nearest whole centthen-value of such holder’s deferred compensation account, based on the performance of such deemed investments. As soon Each holder’s deferred compensation account shall at all times be guaranteed by the Parent. Except as reasonably practicable following expressly provided otherwise in this Agreement, the Closing Date Board of Directors of the Company shall not accelerate the vesting of any Company Options unless such acceleration is required by the terms of the Company Stock Plans or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing agreements under which 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 were granted, provided, that, any resignation by any incumbent Company director required under Section 1.3(a) shall be effected in a manner that satisfies the requirements treated as termination of Sections 409A and 424(a) service without cause (solely for purposes 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 Optionsvesting). For purposes of the foregoing, to the term “Exchange Ratio” shall mean extent a fraction determined by dividing (x) particular Company Option is only partially vested, the Scheme Price, by (y) vested portion of such Company Option will be treated as a Vested Company Option and the volume weighted average per share price unvested portion 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, such Company Option will be treated as applicable, in each case, rounded to four decimal placesan Unvested Company Option.

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 the Company's 1995 Stock Option 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”)Parent 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 Parent. Each such Assumed Company Option shallso assumed by Parent 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 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 Parent 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. The exercise price per share for each such assumed 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, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole share or ADR), number 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 soon Except as reasonably practicable following provided herein or in any agreement ancillary hereto and to the Closing Date or extent permitted by applicable law, the Offer Closing Dateterm, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, Acquiror and all other terms of the Company Options will deliver otherwise be unchanged. Continuous employment with the Company will be credited to each holder an optionee for purposes of an Assumed Option a document evidencing determining the foregoing assumption number of shares that are vested after the Effective Time. Parent will cause the Parent Common Stock issued upon exercise of the assumed Company Options to be registered on Form S-8 of the Securities and Exchange Commission ("SEC") within 15 business days after the Effective Time, and will exercise reasonable commercial efforts to maintain the 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 Parent Common Stock for delivery issuance upon exercise thereof. Parent will administer the Company Plan assumed pursuant to this Section 2.3 in a manner that complies with Rule 16b-3 promulgated by the SEC under the Securities Exchange Act 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 Date1934, as applicable, in each case, rounded to four decimal placesamended ("Exchange Act").

Company Options. In connection At the Effective Time, all outstanding options to --------------- purchase Company Common Stock, including all Company options granted under Company's 1998 Stock Option Plan (the "Company Plan") and all New Options (collectively, "Company Options"), will be assumed by Parent. Each Company Option so assumed by Parent shall be entitled, 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 terms 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 such option 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 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 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 Parent 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 Option 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 Option 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 Parent Common Stock subject to such option will be rounded down to the nearest whole share or ADR), number 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 To the extent permitted by applicable law, 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. 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. Parent will cause the Parent Common Stock issued upon exercise of the assumed Company Options to be registered on Form S-8 of the SEC as soon as reasonably is practicable following after the Closing Date or Effective Time but in any event no later than ten business days after the Offer Closing DateEffective Time, as applicable, Acquiror and will deliver exercise commercially reasonable efforts to each holder of an Assumed Option a document evidencing maintain 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 Parent 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 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 422 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 so assumed by Acquiror hereunder qualify, to the maximum extent permissible, following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. Acquiror acknowledges and agrees that each Company option being assumed hereunder, whether or not Section 421 of the Code applies to it by reason of its qualification under Section 422 of the Code will be effected assumed in a manner that satisfies the requirements of Sections 409A and 424(a) complies with Section 424 of the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intentCode. 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 listed on the Nasdaq Global Market and registered on Form S-8 (to the extent such options are registrable on Form S-8) with the SEC as promptly as practicable after the Effective Time, will exercise commercially reasonable 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 (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”vested) that is unexpired, unexercised and outstanding immediately prior to the Effective Time or the Offer ClosingTime, other than each Company Option that is held by an individual who, 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 applicableis no longer an employee or other service provider to the Company or its Subsidiaries (a “Former Employee Option”), including shall, automatically and without any required action on the vesting schedule applicable theretopart of the holder thereof, except be converted into and thereafter evidence an option to acquire Parent Shares with respect to that (i) the number of shares Parent Shares that is equal to the product of Acquiror common stock or American Depository Receipts (“ADR”x) 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, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number of Parent Shares (after such conversion, “Rollover Options”), at an exercise price per Parent Share equal to the quotient obtained by dividing (A) the per share exercise price of Company Options by (B) the Exchange Ratio, rounded up to the nearest whole cent. (ii) At the Effective Time, each Former Employee Option (whether or not vested) 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 Shares equal to the product of (x) the number of shares of Company 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 number rounded down to the nearest whole share or ADR), and (iiy) (A) 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 Value over the exercise price per share of Company Common Stock as applicable to such Former Employee Option, divided by (B) the Merger Consideration Value (the “Former Employee Option Consideration”). Parent shall, or shall cause the Surviving Company to, deliver the Former Employee Option Consideration to each holder of immediately prior Former Employee Options, less any required withholding Taxes and without interest, within ten (10) Business Days following the Effective Time; provided that any such withholding Taxes required to be paid by or collected on behalf of such holder shall be satisfied by retaining a number of Parent Shares having a fair market value (determined by reference to the Effective Time or Offer Closingclosing price of a Parent Share on the Closing Date) equal to the minimum statutory amount required to be withheld, 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 placesParent Share.

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 ADSs, 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 such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase Parent ADSs), all in accordance with the provisions of the Options Tax Ruing or the Offer ClosingInterim Options Tax Ruling, if obtained. All rights with respect to Company Ordinary Shares under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent ADSs. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for Parent ADSs; (ii) the number of Parent ADSs subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of Company Ordinary Shares that were subject to such Company Option, 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 in effect immediately prior to the Effective Time or Offer ClosingTime, as applicable, including the vesting schedule applicable thereto, except that by (iB) the Exchange Ratio, and rounding the resulting number to the nearest whole number of shares Parent ADSs; (iii) the per share exercise price for the Parent ADSs issuable upon exercise of Acquiror common stock or American Depository Receipts (“ADR”) representing shares of Acquiror common stock subject to each Assumed Company Option assumed by Parent 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 dividing (with the resulting number rounded down to the nearest whole share or ADR), and (iiA) the per share exercise price of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be equal Company Ordinary Shares subject to the quotient determined by dividing the exercise price per share of such Company Common Stock 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 ; 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 and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent ADSs (such as reasonably practicable 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 that relate to Parent and/or Parent ADSs); and (B) 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. (b) Parent shall file with the SEC, at such time as shall be determined following the Closing Date by the Parent’s Board of Directors, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the Offer Closing Date, as applicable, Acquiror will deliver Parent ADSs issuable with respect 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 assumed by Parent in a manner that satisfies accordance with Section 5.6(a). (c) Prior to the requirements of Sections 409A and 424(a) of Effective Time, the Code and the Treasury Regulations promulgated thereunder and this provision will be construed consistent with this intent. Acquiror 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 5.6 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 5.6.

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 (i) Except as otherwise provided in this Agreement, but no later than the Effective Time or, in the event the Acquisition is effected by way of the OfferSection 2.6(e), at the Offer ClosingEffective Time, each then outstanding Company Option (Option, whether or not vested or exercisable at as of immediately prior to, or as of, the Effective Time or Time, shall be assumed by Parent. Each Company Option so assumed by Parent under this Agreement shall generally continue to have, and be subject to, 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(bthe applicable Company Option (including any applicable stock option agreement, the Company Option Plans and other document evidencing such Company Option) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time (including any repurchase rights or the Offer Closing, as applicable, will be assumed by Acquiror (each, an “Assumed Option”vesting provisions). 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 each Company Option so assumed by Parent shall thereupon become exercisable (ior shall become exercisable in accordance with its terms) the for (x) 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 of Acquiror common stock subject equal to each Assumed Option shall be determined by multiplying (1) the number of shares of Company Common Stock subject to such Assumed Company Option as of immediately prior to the Effective Time or Offer ClosingTime, as applicablemultiplied by (2) the Option Exchange Ratio, by the Exchange Ratio at (with the resulting number rounded down y) an exercise price per share of Parent Common Stock equal to the nearest whole share or ADR), and (ii1) the per share exercise price of for 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 shares of Company Common Stock as of otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time or Offer ClosingTime, as applicable, divided by (2) the Option Exchange Ratio, 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) Prior to the exercise price per share Effective Time, the Company shall take all action necessary to effect the transactions anticipated by this Section 2.6(e) under the Company Option Plans, all Company Option agreements and any other plan or arrangement of such Assumed Optionthe Company, including by giving any required notice, obtaining any required consent contemplated thereby, and (iii) the portion causing any applicable plan, agreement or arrangement, including any Change in Control Agreement, to be amended or otherwise modified to terminate any right to receive anything other than Parent Common Stock upon exercise of such Assumed any Company Option that is vested and unvested as of the Closing Date or Offer Closing Date, as applicableassumed by Parent pursuant to this Section 2.6(e). It is the intention of the parties that the assumption Notice to holders of Company Options that are being assumed by Parent pursuant hereto to Section 2.6(e)(i) shall be effected set forth such Company Optionholders’ rights pursuant to the applicable Company Option Plan(s) and that the agreements evidencing the grants of such options shall continue 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) effect on the New York Stock Exchange market for same terms and conditions (subject to the ten (10adjustments required by Section 2.6(e)(i) consecutive trading days immediately preceding (but not including) at the Closing Date or Offer Closing Date, as applicable, in each case, rounded to four decimal placesEffective Time).

Company Options. In connection with Effective as of the transactions contemplated by this AgreementEffective Time, but no later than each Company Option that is outstanding and unexercised as of the Effective Time orthat is not a Rollover Option, shall be converted into a right to receive an amount in cash, subject to applicable withholding Tax, as follows: (i) at the event Effective Time, a payment equal to the Acquisition is effected by way product of the Offer, at Initial Per Common Share Merger Consideration multiplied by the Offer Closing, each number of shares of Common Stock underlying such Company Option (whether or not vested or exercisable at vested), minus the Effective Time or aggregate exercise price with respect to such Company Option (with the Offer Closing, as applicableaggregate amount of such payment rounded to the nearest whole cent) 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(ii) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding immediately prior subsequent to the Effective Time and in accordance with Section 3.3(c)(i) and the Escrow Agreement, an amount in cash equal to the Subsequent Per Share Common Merger Consideration multiplied by the number of shares of Common Stock underlying such Company Option. Upon and following the Effective Time, each holder of such a Company Option shall have no rights under or with respect to such Company Option other than the Offer Closingright to receive the cash amount(s) determined pursuant to the preceding sentence. Effective as of the Effective Time, each Rollover Option that is outstanding and unexercised as applicable, will of the Effective Time shall be assumed by Acquiror (each, the Surviving Corporation and become an “Assumed Option”). Each such Assumed Option shall, except as otherwise agreed to by Acquiror and purchase a holder number of such Assumed Option, be shares of Surviving Corporation Common Stock (rounded down to the nearest whole number) equal to the product of the number of shares of Common Stock subject to the same terms and conditions as applied to the related Company such Rollover 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 rounded down to the nearest whole share or ADR), and (ii) the Ratio. The per share exercise price of for the Acquiror common stock/ADRs Surviving Corporation Common Stock issuable 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 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 Common Stock applicable to such Rollover Option immediately prior to the Effective Time divided by the Option Exchange Ratio. Except as provided herein, each Assumed Option shall be subject to the terms and conditions set forth in the option agreement evidencing such Assumed Option. From and after the Effective Time, each Company Option shall no longer represent the right to acquire Common Stock. Prior to the Effective Time, the Company shall take all necessary or appropriate action (including obtaining any required consents and (iiiany other action reasonably requested by Ticketmaster) to effectuate the portion of such Assumed Option that is vested and unvested transactions contemplated by this Section 3.1(e). Except as otherwise clearly required by applicable Law or other guidance of the Closing Date Internal Revenue Service, or Offer Closing Date, as applicable. It is pursuant to a determination (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 1313(a) of the Code or any comparable provision of Law), each of Ticketmaster, V.I.P. Merger Sub and the Treasury Regulations promulgated thereunder and this provision will be construed consistent Surviving Corporation shall treat the Company Options as either exempt from or complying with this intent. Acquiror shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number the provisions of shares of Acquiror common stock for delivery upon exercise Section 409A 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 DateCode, as applicable, in each case, rounded to four decimal placesthe case may be.

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 At the Effective Time orTime, in each outstanding option to purchase Company Common ("Company Option"), whether vested or unvested, issued under the event Company's 1987 Stock Option Plan (the Acquisition is effected by way "Company Plan") shall thereafter entitle the holder thereof to receive, upon exercise thereof, that number of Parent Common (rounded down to the nearest whole number) equal to the product of the Offer, at the Offer Closing, each number of shares of Company Option (whether or not vested or exercisable at the Effective Time or the Offer Closing, as applicable) excluding any Company Options Common that were purchasable 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, multiplied by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR)Ratio, and (ii) the per share at an exercise price for each full share of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be Parent Common equal to the quotient determined obtained by dividing (i) the exercise price per share of Company Common Stock with respect to such Company Option, by (ii) the Exchange Ratio, which exercise price per share shall be rounded up to the nearest one cent. The number of shares of Parent Common that may be purchased by a holder on the exercise of any Company Option shall not include any fractional share of Parent Common but shall be rounded down to the next lower whole share of Parent Common. Parent shall assume in full the Company Plan, Company Options outstanding under the Company Plan, and shall register the underlying shares of Parent Common issued under the Company Plan under the 1933 Act on a Registration Statement on Form S-8 within 30 days following the Effective Time. The assumption of a Company Option by Parent shall not terminate or modify (except as required hereunder) any right of first refusal, right of repurchase, vesting schedule, or other restriction on transferability relating to the Company Option. Continuous employment with the Company prior to the Effective Time shall be credited to an optionee for purposes of determining the number of shares subject to exercise, vesting or repurchase after the Effective Time. After such assumption, Parent shall issue, upon any partial or total exercise of any Company Option, in lieu of shares of Company Common, the number of shares of Parent Common to which the holder of the Company Option is entitled pursuant to this Agreement. The assumption by Parent of Company Options shall not give the holders of such Company Options any additional benefits under their respective Company Options, which such holder did not have immediately prior to the Effective Time nor shall such assumption cause such holders to forego any existing rights or Offer Closing, benefits under such Company Options other than as applicable, by the Exchange Ratio, with the resulting price per share rounded up specifically provided in this Section 2.4. Nothing contained in this Section 2.4 shall require Parent to the nearest whole cent. As soon as reasonably practicable following the Closing Date offer or the Offer Closing Date, as applicable, Acquiror will deliver to each holder sell shares 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 Parent Common upon the exercise thereof, (ii) prior to 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 Effective Time 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 assumed 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 applicableParent if, in each casethe reasonable judgment of Parent and its counsel, rounded to four decimal placessuch offer or sale might not be in accordance with applicable federal or state securities laws.

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 (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 Option Plan, whether or the Offer Closing, as applicablenot vested, will be converted into and become an option to purchase Parent Super Voting Stock, and Parent shall assume the Company Option Plan. All rights with respect to the Company Common Stock under the Company Options assumed by Acquiror Parent will thereupon be converted into rights with respect to Parent Super Voting Stock. (eachb) Accordingly, an “Assumed Option”). Each from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Super Voting Stock; (ii) the number of shares of Parent Super Voting Stock subject to each Company Option assumed by Parent will be determined by multiplying (x) the number of shares of the Company Common Stock that were subject to such Assumed Option shall, except as otherwise agreed to by Acquiror and a holder of such Assumed Company Option, be subject to the same terms and conditions as applied to the related Company Option in effect immediately prior to the Effective Time or Offer Closing, as applicable, including the vesting schedule applicable thereto, except that 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 and rounding the resulting number rounded down to the nearest whole number of shares of Parent Super Voting Stock; (iii) the per share or ADR), and exercise price for the Parent Super Voting Stock issuable upon exercise of each Company Option assumed by Parent will be determined by dividing (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 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 (y) the Exchange Ratio; and (iv) any restriction on the exercise of any Company Option assumed by Parent will continue in full force and effect and the term, with exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the resulting price per share rounded up Code, if applicable, and other provisions of such Company Option will otherwise remain unchanged; provided, however, that: (1) to the nearest whole centextent provided under the terms of a Company Option, such Company Option assumed by Parent in accordance with this Section 5.9(b) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Super Voting Stock subsequent to the Effective Time; and (2) Parent’s board of directors or a committee thereof will succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. (c) Notwithstanding anything to the contrary in this Section 5.9(c), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Super Voting Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. As soon as reasonably practicable It is the intention of the Parties that 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. (d) Within twenty (20) Business Days after the Effective Time, as applicable, Acquiror Parent will deliver to each Person who, immediately prior to the Effective Time, was a holder of an Assumed a Company Option a document evidencing the foregoing assumption of such Assumed Option 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 placesParent.

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 then-outstanding 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 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 holdback provisions set forth in Schedule 5.11(b) (eachherein, an “Identified Option Holder”) that is unexpiredshall be cancelled and extinguished and be converted automatically into the right to receive, unexercised upon execution and outstanding immediately prior to delivery by 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 applicable holder of such Assumed Company Option of an Option Cancellation Agreement with respect to such Company Option, be in substantially the form attached hereto as Exhibit H (an “Option Cancellation Agreement”), an amount in cash per share subject to the same terms and conditions as applied to the related portion 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 is vested and exercisable as of immediately prior to the Effective Time or Offer Closingequal 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 applicable, by the Exchange Ratio (in accordance with the resulting number Consideration Spreadsheet; provided, however, that, to the extent such Company Option is unvested at the Effective Time or 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 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 amount to be paid to each Company Optionholder at the Effective Time, the amounts 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 set forth herein. The aggregate amount to be paid to a Company Optionholder for Company Options held immediately prior to the Effective Time shall be 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 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 First Effective Time or shall be terminated and cancelled at the Offer ClosingFirst Effective Time without consideration, as applicable, will be assumed by Acquiror (each, an “Assumed Option”). Each unless 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 is exercised by the holder thereof prior thereto. Effective immediately prior to the First Effective Time or Offer ClosingTime, as applicable, including the vesting schedule applicable thereto, except that Company will take all necessary action to (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 make all Company Common Stock subject to such Assumed Option as of Options 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)exercisable, and (ii) amend each Company Option (vested and unvested) such that it is only exercisable for Unvested Company Shares (these actions, the per share “Option Amendment”), such that following the aforementioned exercise, such Company Optionholder shall be treated as holding Unvested Company Shares and treated in the Mergers pursuant to and in accordance with the terms of Sections 1.3(a)(i) and 1.3(a)(iii). The Company may, within its sole discretion, accept a full recourse, secured promissory note from each Company Optionholder (other than as prohibited by Section 402 of the Sarbanes­Oxley Act) up to the amount of the aggregate exercise price to facilitate the exercise described in this Section 1.3(a)(ii) (a “Company Promissory Note”), provided, however, that such Company Promissory Note shall (i) require repayment by the holder thereof as to that percentage of the Acquiror common stock/ADRs issuable upon total balance under the exercise of each Assumed Option shall be Company Promissory Note equal to the quotient determined Vesting Percentage by dividing reducing the exercise price per share portion of Company Common Stock the Restricted Merger Consideration deliverable as of immediately prior to the First Effective Time or Offer ClosingTime, 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, and (ii) require continued repayment following each interval vesting event of the exercise price per share Restricted Merger Consideration as to that percentage of the balance and accrued interest under the Company Promissory Note equal to the Incremental Vesting Percentage on such Assumed Option, and (iii) interval vesting date by reducing the portion of the Restricted Merger Consideration deliverable on such Assumed Option that interval vesting date, until the Company Promissory Note 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 paid 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 foregoingfull (such repayment, the term “Exchange Ratio” shall mean a fraction determined Interval Note Repayment”). Upon the Company Option Holder’s termination of service, Parent or Acquirer will offset the Repurchase Price to be paid under Section 1.3(a)(iv) below by dividing (x) first discharging all amounts outstanding and payable under the Scheme PriceCompany Promissory Note, to the maximum extent permitted 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 (i) Unvested In-the-Money Company Options. 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 Closinga 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 amendedOption, other than Company Options held by an individual identified by Acquiror a Non-Employee Director Option, that remains outstanding and set forth in Schedule 5.11(b) (each, an “Identified Option Holder”) that is unexpired, unexercised and outstanding unvested as of immediately prior to the Effective Time or and that has a per share exercise price that is less than the Offer ClosingMerger Consideration, as applicableand that is held by a then-current service provider, will shall be assumed by Acquiror Parent at the Effective Time and shall be converted into and become an option to acquire Parent Common Stock (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 on the same terms and conditions as applied to were applicable under the related corresponding Company Option immediately prior to the Effective Time or Offer ClosingTime, as applicable, including the vesting schedule applicable thereto, except that follows: (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 Adjusted Option shall be determined by multiplying the number of shares of Company Common Stock Shares that were subject to such Assumed the corresponding unvested Company Option as of immediately prior to the Effective Time or Offer Closing, as applicable, by the Exchange Ratio (with Ratio, and rounding the resulting number rounded down to the nearest whole share or ADR), and number of shares of Parent Common Stock; (iiB) the per share exercise price of for the Acquiror common stock/ADRs Parent Common Stock issuable upon the exercise of each Assumed Adjusted Option shall be equal to the quotient determined by dividing the applicable per share exercise price per share of the corresponding Company Common Stock Option, as of in effect immediately prior to the Effective Time or Offer Closing, as applicableTime, by the Exchange Ratio, with and rounding the resulting exercise price per share rounded up to the nearest whole cent. As soon ; and (C) any restriction on the exercise of any Adjusted Option shall continue in full force and effect and the term, exercisability, vesting schedule, accelerated vesting rights, and other provisions of such Company 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 Option, in each case except to the extent otherwise provided in any Stock Plan, or any stock option, employment, change of control or other agreement between the holder of a Company Option by Acquiror, indicating thereon (i) and the aggregate number Company; provided that Parent’s board of shares/ADRs directors or a committee thereof shall succeed as to the authority and responsibility of Acquiror common stock issuable upon the exercise thereof, (ii) Company Board or any committee thereof with respect to any Adjusted Option. The adjustments to 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 Parent Common Stock subject to the Adjusted Options determined under the mechanic set forth in this Section 2.7(d)(i) shall be determined in a manner consistent with the requirements of Section 424 and Section 409A 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 (a) Seller covenants that all Seller Options shall be cancelled as of the Closing and each Option Holder shall cease to have any rights with respect thereto, except the right to receive from the Company: (i) the Option Cash Payment Amount; (ii) such Option Holder’s Pro Rata Share of the funds payable to Seller under Section 2.3(c) or released to Seller from the Escrow Funds; and (iii) the Option Holder Pro Rata Share of any Seller Reserve Amount Distribution (if any), in each case reduced by all applicable withholding Taxes in respect of such amounts. (b) At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser an updated version of Exhibit B (the “Option Allocation Schedule”). Seller covenants that the Option Allocation Schedule will contain (i) a correct and complete list of Option Holders and outstanding Seller Options immediately prior to Closing; (ii) a calculation of the Option Cash Payment Amount and Option Holder Pro Rata Share in respect of each Option Holder, together, with a calculation of the applicable withholding Taxes, including employment Taxes, due in respect of the Option Cash Payment Amount; and (iii) based thereon, the Aggregate Option Holder Pro Rata Share and the Aggregate Option Cash Payment Amount. (c) The Seller covenants that the amount due and payable to each Option Holder under the 2008 Unit Plan and any other documents governing such Option Holder’s Seller Options with respect to the cancellation of such Option Holder’s Seller Options as contemplated herein shall not exceed the amounts set forth in the updated Option Allocation Schedule delivered by Seller to Purchaser in accordance with paragraph (b) above. (d) It is the intent of the Parties hereto that the treatment of Seller Options contemplated herein be in a manner that is consistent with the transactions contemplated by requirements of Section 409A of the Code, including all guidance and regulations issued thereunder. All payments to Option Holders pursuant to this Agreement, but no later than whether by the Effective Time orCompany or by the Seller, in that may constitute a deferral of compensation within the event the Acquisition is effected by way meaning of Section 409A of the Offer, at Code shall be paid on 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 same schedule 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 on the same terms and conditions as applied apply to payments to Seller generally and in all events in accordance with the requirements set forth in Treasury Regulation Section 1.409A-3(i)(5)(iv) pertaining to certain transaction-based compensation. (e) Prior 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 Seller 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 Seller Options a document evidencing notice which sets forth each holder’s rights pursuant to the foregoing assumption of such Assumed Option by Acquiror2008 Unit Plan, 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 Optionas amended, and (iii) the portion terms of such Assumed Option that is vested this Agreement 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 stating how Seller Options pursuant hereto shall be effected treated in a the manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder and set forth in 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 2.4.

Company Options. In connection with Neither Parent nor the transactions contemplated by this Agreement, but no later than Surviving Corporation will assume any Company Options. At the Effective Time or, in the event the Acquisition is effected by way of the Offer, at the Offer ClosingTime, 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 unexpiredoutstanding, unexpired and 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 Closingshall be cancelled in exchange for the right to receive, as applicablenet of each Vested Company Option’s exercise price and, by the Exchange Ratio (with the resulting number rounded down in each case pursuant to the nearest whole share or ADR)terms hereof, the applicable Plan, any applicable Contract between the holder thereof and the Company: (ii1) the per share exercise price portion of the Acquiror common stock/ADRs issuable upon Total Closing Consideration such Vested Company Option is entitled to receive, plus (2) the exercise portion of each Assumed Option shall be equal the Escrow Amount (if any) that is released pursuant to the quotient determined by dividing terms hereof and which such Vested Company Option is so entitled to receive, plus (3) the exercise price per share portion of the Representative Expense Amount (if any) that is released pursuant to the terms hereof and which such Vested Company Common Stock Option is so entitled to receive. At the Effective Time, each Unvested Company Option that is outstanding, unexpired and unexercised as of immediately prior to the Effective Time or Offer Closingand held by a Continuing Employee (other than a Key Employee) shall be converted into an option to purchase shares of Parent Common Stock, subject to the same vesting conditions (except acceleration) and proportionate exercise price (based on the Exchange Ratio) as applicable, by were applicable to such Unvested Company Option and such other terms and conditions as are set forth in the Parent Equity Plan and an option agreement thereunder. The shares into which such Unvested Company Option are exercisable and the exercise price of such Unvested Company Option shall be converted based on the Exchange Ratio, as Parent may reasonably determine in a manner consistent with the resulting price per share rounded up to terms hereof and in consultation with the nearest whole centCompany. As soon as reasonably practicable following At the Closing Date or the Offer Closing DateEffective Time, 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 Unvested Company Option that is vested outstanding, unexpired and unvested unexercised as of immediately prior to the Closing Date Effective Time and held by either a Key Employee or Offer Closing Datea Person that is not a Continuing Employee shall be cancelled and terminated for no consideration. The Company shall, as applicable. It is prior to the intention Effective Time, cause to be taken all actions necessary to effectuate the terms of the parties this Section 1.4(b)(iii) and to ensure that the assumption no holder of Company Options pursuant hereto shall have any rights from and after the Effective Time with respect to any Company Options except as expressly provided in this Section 1.4(b)(iii). All such amounts and calculations and components thereof shall be effected set forth 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 placesPayment Spreadsheet.

Company Options. In connection with At the transactions contemplated by this AgreementEffective Time, but no later than each outstanding Company Option that is vested as of the Effective Time or(a "Vested Company Option"), in shall, subject to the event the Acquisition is effected by way proviso of the Offerthis sentence, at the Offer Closing, each Company Option (whether or not vested or exercisable automatically be cancelled at the Effective Time or and converted into the Offer Closingright to receive, as applicable) excluding any Company Options under at the Company Employee Shares Purchase PlanEffective Time, 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 a lump sum cash payment equal 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 product 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 such Vested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Vested Company Option (the product of such amounts, the "Cash Payment"), PROVIDED that in lieu of the Cash Payment, a holder of a Vested Company Option may elect at any time prior to such date determined by the Company that is in advance of the Effective Time and communicated to the holders of Vested Company Options to convert his or her Vested Company Option at the Effective Time into an option to purchase the Merger Consideration at the same exercise price, and otherwise subject to such terms and conditions (including those related to accelerated vesting) as set forth in the Company Stock Plans and the related option agreement under which it was granted immediately prior to the Effective Time. With respect to any Vested Company Options for which the holder thereof has not elected to receive the Cash Payment, Parent shall take all necessary action to provide that, from and after the Effective Time, the holder of such Vested Company Option shall be determined permitted to exercise such Vested Company Option by multiplying means of delivering a properly executed exercise notice to Parent, together with a copy of irrevocable instructions to a broker to deliver promptly to Parent the amount of sale or loan proceeds necessary to pay the exercise price of such Vested Company Option, and, if requested, the amount of any federal, state, local or foreign withholding taxes. Each outstanding Company Option other than a Vested Company Option (each, an "Unvested Company Option") shall automatically be cancelled at the Effective Time, and an amount equal to the product of (i) the number of shares of Company Common Stock subject to such Assumed Unvested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option shall be credited as an opening balance of a deferred compensation account for each of the holders of such Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the Unvested Company Option held by any individual holder of a Company Option as of immediately prior to the Effective Time or Offer Closingrelates to at least 10,000 shares of Company Common Stock, as applicable, by the Exchange Ratio (with the resulting number rounded down to the nearest whole share or ADR), Company shall establish a grantor "rabbi" trust and (ii) the per share exercise price deposit therein an amount of the Acquiror common stock/ADRs issuable upon the exercise of each Assumed Option shall be cash equal to the quotient determined by dividing amount of deferred compensation credited to each such holder's account pursuant to the exercise price per share terms of the holder's option agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company's deferred compensation obligations to each holder. Initially, the trustee of the trust shall be the Designated Officer or such other trustee as the Designated Officer may designate, and any successor to the trustee shall be subject to the approval of the Designated Officer. If the portion of the Unvested Company Common Stock as of Option immediately prior to the Effective Time or Offer Closingrelates to less than 10,000 shares of Company Common Stock, the Company shall not be required to establish a grantor "rabbi" trust with respect to its obligation to the holder. All amounts in each holder's deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as applicable, agreed to from time to time by the Exchange RatioCompany and the holder. Upon vesting of the account, with the resulting price per share rounded up each holder shall be entitled to payment, in settlement of his or her deferred compensation account, of a cash amount equal to the nearest whole centthen-value of such holder's deferred compensation account, based on the performance of such deemed investments. As soon Each holder's deferred compensation account shall at all times be guaranteed by the Parent. Except as reasonably practicable following expressly provided otherwise in this Agreement, the Closing Date Board of Directors of the Company shall not accelerate the vesting of any Company Options unless such acceleration is required by the terms of the Company Stock Plans or the Offer Closing Date, as applicable, Acquiror will deliver to each holder of an Assumed Option a document evidencing agreements under which 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 were granted, provided, that, any resignation by any incumbent Company director required under Section 1.3(a) shall be effected in a manner that satisfies the requirements treated as termination of Sections 409A and 424(a) service without cause (solely for purposes 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 Optionsvesting). For purposes of the foregoing, to the term “Exchange Ratio” shall mean extent a fraction determined by dividing (x) particular Company Option is only partially vested, the Scheme Price, by (y) vested portion of such Company Option will be treated as a Vested Company Option and the volume weighted average per share price unvested portion 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, such Company Option will be treated as applicable, in each case, rounded to four decimal placesan Unvested Company Option.