Common use of Company Options Clause in Contracts

Company Options. (a) Prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) Prior Parent shall not assume any Vested Company Options in connection with the Merger or any other transactions contemplated by this Agreement. Upon the terms and subject to the conditions set forth in this Agreement, the Company shall take such action as may be necessary so that immediately prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”i) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options Option that remains outstanding as of immediately prior to the Effective Time shall be cancelled and submitted an Option Consent: (i) a letter terminated as of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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); Effective Time and (ii) instructions for use in effecting the deemed exercise consideration of such cancellation and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the termination, each holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to each such Vested Company Option and shall be paid by the associated deemed Company at or promptly after the Effective Time, subject to Section 3.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders that were issuable upon exercise of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a such Vested Company Option immediately prior to the Effective Time Time, and (y) the Offer Price, less the per share exercise price of such Vested Company Option (the “Option Consideration”) (it being understood and agreed that had such exercise price shall not submitted actually be paid to the Company by the holder of a Vested Company Option). (ii) In connection with the transactions contemplated by this Agreement, but no later than the Effective Time, each Unvested Company Option shall be assumed by Parent (each, an “Assumed Option”). Each such Assumed Option Consent shall, except as otherwise agreed to by Parent and a holder of such Assumed Option, be subject to the same terms and conditions as applied to the related Unvested Company Option immediately prior to the Effective Time, Parent or Paying Agent shall deliver including the items set forth in clauses vesting schedule applicable thereto, except that (i) the number of shares of Parent 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 by the Incentive Award Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (ii) the per share exercise price of Section 2.11(b) the Parent Common Stock issuable upon the exercise of each Assumed Option shall be equal to such Person. If such Person then complies the quotient determined by dividing the exercise price per share of Company Common Stock as of immediately prior to the Effective Time by the Incentive Award Exchange Ratio, with the remainder resulting price per share rounded up to the nearest whole cent. It is the intention of the parties that each Assumed Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 2.11(b422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Assumed Option qualified as an incentive stock option prior to the Effective Time, and, further, that the assumption of Company Unvested Options pursuant 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, and this Section 3.7 will be construed consistent with this intent. (iii) With respect to Company Options a portion of which is vested and a portion of which is unvested, this Section 3.7(e) shall be applied by treating the vested portion as a separate Vested Company Option and the unvested portion as a separate Unvested Company Option. (iv) The Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(e) under all Company Option agreements and any other plan or arrangement of the Company, including delivering all required notices and making any determinations and/or resolutions of the Company Board or a committee thereof. Parent shall take all actions reasonably necessary or appropriate to have available for issuance or transfer a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Assumed RSUs and Assumed Options. Promptly after the Effective Time (but in no event later than ten (10) Business Days following the Effective Time), Parent shall prepare and file with the SEC a registration statement on Form S-8 (or Paying Agent shall pay the applicable Merger Option Consideration other appropriate form) registering a number of shares of Parent Common Stock necessary to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of fulfill Parent’s obligations under Section 3.7(d) and this Section 2.113.7(e).

Company Options. (ai) Prior to At the Effective Time, the each Company shall take all necessary action, Option (or portion thereof) that is outstanding and obtain the written consent (the “Option Consent”) vested as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) or vests as a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation result of the associated Company Common Stock consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in exchange for respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, 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, the Option Consideration. Promptly upon If the delivery exercise price per share of a duly executed letter any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of transmittal and such other documents as may Parent (which is hereby given pursuant to this Agreement), be reasonably required by the Paying Agent or Parent by cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Vested Company Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that provided an is a Company 102 Option Consent or that is otherwise held by the 102 Trustee shall be entitled to receive the Option Consideration through the 102 Trustee in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of accordance with Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.112.8. (cii) If within five years after At the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Time, each Company Option (or portion thereof) that is outstanding and unvested as of immediately prior to the Effective Time that had (and does not submitted vest as a result of the consummation of the transactions contemplated hereby) (each, a “Converted Option”) shall be converted into Parent Restricted Stock Units (each, a “Replacement RSU”). The holder of each Converted Option shall receive an Option Consent prior award of Replacement RSUs equal in value on the grant date (based on the Parent Average Trading Price at Closing) to the Effective Timeproduct of (A) the excess, if any, of the Cash Equivalent Consideration over the per share exercise price of such Converted Option, multiplied by (B) the number of Company Shares subject to such Converted Option. Each such Replacement RSU shall be subject to vesting in accordance with the same vesting schedule as was applicable to the Converted Option. Each of the Parent or Paying Agent and the Company shall deliver take such acts and adopt such corporate resolutions as may be required to effect the items conversion set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.116.14(a)(ii).

Company Options. (a) Prior As soon as practicable following the date of this Agreement, the Company's Board of Directors or any committee administering the Company's Amended and Restated 1998 Stock Option Plan, 2000 Employee Stock Purchase Plan and 2001 Stock Incentive Plan (collectively, the "COMPANY OPTION PLANS") will adopt such resolutions or take such other actions as may be required or appropriate in the sole discretion of the Company to effect the provisions of this section and to cause the transactions contemplated by this section to be exempt from the provisions of Section 16(b) of the Exchange Act. (b) The Parent hereby agrees that the transactions contemplated by this Agreement will be deemed to constitute a "Change in Control" as defined in and pursuant to the Company Option Plans, and, under the terms of such Company Option Plans, and the authority granted thereunder, upon the Consummation of the Offer, each option to purchase Company Shares under any Company Option Plan unexercised and outstanding immediately prior to the Consummation of the Offer (the "COMPANY OPTIONS") will fully vest and become exercisable to the extent not prohibited by Section 10(a)(i)(A) of the Company's Amended and Restated 1998 Stock Option Plan, Section 7.2 of the Company's 2000 Employee Stock Purchase Plan and Section 12(a)(i)(A) of the Company's 2001 Stock Incentive Plan. Upon the Consummation of the Offer, all conditions and restrictions with respect to the Company Options then outstanding, including limitations on exercisability and vesting, risks of forfeiture and conditions and restrictions requiring continued performance of services or the meeting of any targets or milestones with respect to the exercisability or vesting of any such the Company Options, will immediately lapse. (c) Each Company Option unexercised and outstanding immediately prior to the Effective Time will at the Effective Time be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Option immediately prior to the Effective Time, the Merger Consideration. In accordance with the foregoing, as contemplated by each of the Company shall take all necessary actionOption Plans, the committee that administers the Company Option Plans will make the provision for a cash payment to each holder of a Company Option unexercised and obtain outstanding at the written consent Effective Time in accordance with this subsection (c). Each Company Option unexercised and outstanding at the “Option Consent”) Effective Time will be canceled as of each the Effective Time in exchange for a cash payment to the holder of the Company Options give effect Option in an amount equal to the treatment excess, if any, of the Merger Consideration less the exercise price for each Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive Share purchasable pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that (in each case assuming such Company Option had not submitted an Option Consent prior to been fully vested and fully exercisable as of the Effective Time, Parent or Paying Agent shall deliver Time as contemplated by the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(bimmediately preceding subsection), Parent less any amounts as are required to be deducted and withheld under the United States Internal Revenue Code of 1986, as amended (the "CODE") or Paying Agent shall pay any provision of state or local tax law in connection with such payment (the applicable Merger "OPTION SPREAD PAYMENT"). The Company will make the Option Consideration to such former Spread Payment at or promptly following the Closing by check or wire transfer of immediately available funds as directed by the holder of such Vested the Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior Effective as of immediately prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) vesting of each holder Company Option that remains outstanding as of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal shall be accelerated in customary form and containing such provisions full. Effective as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Effective Time, each Company Option that provided an Option Consent remains outstanding as of the Effective Time shall be entitled to receive in exchange therefor canceled and terminated as of the cash consideration that Effective Time, and each holder of each such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and with an exercise price per Company Share that is less than the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest Offer Price (each, an “In-the-money Option”) shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to by the provisions of this Section 2.11. (c) If within five years Surviving Corporation promptly after the Effective Time Parent receives Time, subject to Section 2.8(e), an Option Consent from a Person who was a record holder amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of a Vested Company Shares underlying such Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver by (y) the items amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in clauses (i) any separate agreement between the Company and (iithe holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b2.8(e), Parent or Paying Agent shall pay as promptly as practicable following the applicable Merger Option Consideration Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to such former holder holders of Company Options, in respect of such Vested Company Option. No interest Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be paid or will accrue made by the Payment Agent, on any cash payable to behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such former holder of Vested Company Option pursuant has delivered to the provisions of this Section 2.11Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company Options. (a) Prior to As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company shall take all necessary action, Stock Option Plan and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the Paying Agent will mail terms and conditions of each agreement pursuant to the Persons who were record holders which such Option was subject as of Vested Company Options immediately prior to the Effective Time (including the terms and submitted an conditions of the Company Stock Option Consent: Plan), except that (i) a letter each Option shall be exercisable for that number of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (including provisions releasing all claims against B) the Company Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and its officers and directors and all rights the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the Company Options and fair market value at the Company capital stock)time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) instructions for use in effecting the deemed exercise and cancellation price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the associated exercise price per share of Company Common Stock in exchange for Merger under such Option Consideration. Promptly upon at the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required Effective Time divided by the Paying Agent Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or Parent by additional (or accelerated) vesting rights which they did not have as of the holder Effective Time, or relieve the holders of a Vested Company Option such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that provided an Option Consent are "incentive stock options" (as defined in Section 422 of the Code) shall be entitled effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to receive in exchange therefor all outstanding Options granted under the cash consideration that such holder has the right Company Stock Option Plan, and no further options to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed purchase or acquire shares of Company Common Stock associated with the deemed exercise. No interest stock or other awards or rights shall be paid or will accrue on any cash payable to holders of Vested granted under the Company Options pursuant to the provisions of this Section 2.11. (c) If within five years Stock Option Plan after the Effective Time Parent receives an Option Consent from a Person who was a record holder Time. The duration and other terms of a Vested Company Option immediately prior the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable references to such former holder Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Vested Company Option pursuant to shares of Acquiror Common Stock for delivery upon the provisions exercise of this Section 2.11the Options.

Company Options. (ai) Prior to At the Effective Time, by virtue of the Merger and without any action on the part of the holders of Company shall take all necessary actionOptions, and obtain the written consent (the “Option Consent”) portion of each holder of the outstanding Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) Option that is unvested and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options unexercisable immediately prior to the Effective Time and submitted (an Option Consent: (i“Unvested Company Option”) a letter shall be automatically converted into the right to receive an amount of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent cash by the holder of a Vested such Unvested Company Option that provided an determined by multiplying (1) the excess, if any, of the Per Share Amount over the applicable per share exercise price of such Unvested Company Option, by (2) the number of Company Shares subject to such Unvested Company Option Consent shall (the “Unvested Option Consideration”). The Unvested Option Consideration will be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant subject to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option same terms and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant conditions applicable to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Unvested Company Option immediately prior to the Effective Time Time, including vesting restrictions and continued service requirements (collectively, the “Continuing Obligations”), except for administrative changes that had are not submitted adverse to the holder of the Unvested Company Option or to which the holder consents. Payment of the Unvested Option Consideration in respect of an Unvested Company Option Consent shall be made, subject to such terms and conditions, on the vesting dates applicable to the Unvested Company Option as described in this clause (i) and in accordance with, and subject to the provisions of, clause (iii), and shall be further subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. (ii) At the Effective Time, the portion of each outstanding Company Option that is vested and exercisable immediately prior to the Effective Time (a “Vested Company Option”) shall in each case be canceled at the Effective Time and shall be converted automatically into the right to receive, as soon as practicable after the Effective Time, an amount in cash, without interest thereon, determined by multiplying (1) the excess, if any, of the Per Share Amount over the applicable exercise price of such Vested Company Option, by (2) the number of Company Shares subject to such Vested Company Option (after giving effect to any acceleration provided under the applicable stock option agreement) (the “Vested Option Consideration”). Payment of such Vested Option Consideration shall be subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. (iii) Notwithstanding anything to the contrary set forth in this Section 2.7 or elsewhere in this Agreement, Parent shall, within three (3) days following the Effective Time, deliver: (A) the consideration payable in respect of any Company Option granted under the capital gains route of Section 102 and held by the 102 Trustee, including any Unvested Option Consideration in respect of Company Options so granted (the “Section 102 Option Consideration”), to the 102 Trustee pursuant to the provisions of Section 102 and the Israeli Option Tax Ruling, if obtained, to be held and released in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Section 102, including the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”)) and the Israeli Option Tax Ruling, if obtained (or any other approval from the Israeli Tax Authority received either by the Company or Parent), and (B) any consideration payable in respect of any Company Option that is not Section 102 Company Option Consideration (the “Non-Section 102 Option Consideration”), directly to the applicable Company’s foreign subsidiaries. The 102 Trustee and the applicable Company’s foreign subsidiaries shall be entitled to withhold any amounts required in accordance with applicable Law and the Israeli Option Tax Ruling, if obtained (or any other approval from the Israeli Tax Authority received either by the Company or Parent). Subject to the following restrictions, Parent shall procure that the 102 Trustee and the applicable Company’s foreign subsidiaries shall pay the Section 102 Option Consideration and the Non-Section 102 Option Consideration to the relevant holder of the Company Options as soon as practicable, unless the relevant holder of Company Options instructs or agrees otherwise. With regard to Unvested Option Consideration, the net amount, without interest and after deduction and withholding of all applicable deductions and withholdings, which is payable to a particular holder of Unvested Company Options, shall only be paid by the 102 Trustee or the applicable Company’s foreign subsidiaries (on behalf of the Surviving Corporation) to such holder if such holder continues to meet the Continuing Obligations through the applicable vesting date, and such net amount shall not be paid by the 102 Trustee or the applicable Company’s foreign subsidiaries (on behalf of the Surviving Corporation) to such holder prior to the later of: (i) the applicable vesting date, and (ii) in the case of any amount of Section 102 Option Consideration only, the lapse of the applicable 102 Trust Period. In the event that such a holder does not continue to meet the Continuing Obligations through the applicable vesting date, the Surviving Company may demand that the net amount be refunded to it by the 102 Trustee (with respect to any amount of Section 102 Option Consideration) or by the relevant Company's foreign subsidiaries (with respect to any amount of Non-Section 102 Option Consideration), as applicable, and the Surviving Company may request, from the relevant tax authority, a refund of any taxes which were then-previously deducted or withheld with respect to such holder's entitlement to receive such holder’s portion of the Unvested Option Consideration. Following the Effective Time, Parent or Paying Agent may designate and change the 102 Trustee, in its sole discretion, in accordance with applicable Law (including the provisions of Section 102) and the Israeli Tax Authority’s consent. (iv) The Company Board and any applicable committee thereof shall deliver adopt any resolutions and take any actions that are necessary to provide for the items set forth treatment described in clauses (i) and (ii), including a resolution to the effect that the Company Option Plans permit the treatment described in clause (i) without automatic vesting (other than vesting provided pursuant to an optionee’s option agreement) and, accordingly, that Unvested Company Options will not automatically vest and will instead be subject to the treatment described in clause (i). (v) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the payment to be made in connection with the conversion of Company Options into the right to receive cash as described in clauses (i) and (ii) above, which will provide, among other things that (1) the payments made in respect of Company Options granted under the capital gains route of Section 2.11(b102 and held by the 102 Trustee and Company Shares issued upon exercise of such Company Options, shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the 102 Trust Period, and (2) payments made to the 102 Trustee under this Agreement shall not be subject to withholding of Israeli Tax (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Option Tax Ruling, as promptly as practicable. For the avoidance of doubt, the final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld or delayed. If the Israeli Option Tax Ruling is not granted by the tenth (10th) Business Day prior to the Closing, and Parent determines, in its reasonable discretion, that it is unlikely that the Israeli Option Tax Ruling will be granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim Tax ruling confirming that payments made to the 102 Trustee under this Agreement shall not be subject to withholding of Israeli Tax (the “Interim Option Ruling”). In the event that neither the Israeli Option Tax Ruling nor the Interim Option Ruling has been received by the fifteenth (15th) calendar day of the month following the month during which the payments become due and payable, Parent, Paying Agent, the Trustee or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law. To the extent that prior to the Closing the Interim Option Ruling shall have been obtained, then all references herein to the Israeli Option Tax Ruling shall be deemed to refer to such Person. If interim ruling, until such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger time that a final definitive Israeli Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Tax Ruling is obtained.

Company Options. (ai) Prior to At the Effective Time, the each Company shall take all necessary action, Option (or portion thereof) that is outstanding and obtain the written consent (the “Option Consent”) unvested as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 (and submitted does not vest as a result of the consummation of the transactions contemplated hereby) and each Rolled Vested Option (or portion thereof) shall be assumed by Parent (each, an “Assumed Option”). Each such Assumed Option Consent: (i) a letter of transmittal in customary form shall be subject to substantially the same terms and containing such provisions conditions as Parent may reasonably specify and as are reasonably acceptable applied to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested related Company Option immediately prior to the Effective Time Time, including (if applicable) the vesting schedule applicable thereto, except that had not submitted an (A) the number of Parent Ordinary Shares subject to each Assumed Option Consent shall be equal to the product of (x) the number of shares of Company Common Stock underlying such Company Option as of immediately prior to the Effective Time, Parent or Paying Agent shall deliver Time multiplied by (y) the items set forth in clauses Exchange Ratio (iwith the resulting number rounded down to the nearest whole share) and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). Each Assumed Option that qualified as an incentive stock option prior to the Effective Time shall continue to qualify as an incentive stock option as defined in Section 422 of the Code following the Effective Time to the extent permitted under Section 422 of the Code. The assumption of Assumed Options pursuant 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, and this Section 6.11(b)(ii) will be construed consistent with this intent. (ii) of Section 2.11(b) to such Person. If such Person then complies with At the remainder of Section 2.11(bEffective Time, each Company Option (or portion thereof), Parent other than a Rolled Vested Option, that is outstanding and vested as of immediately prior to the Effective Time (or Paying Agent vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Share Consideration in respect of each Net Option Share covered by such Cancelled Option (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall pay receive at the applicable Merger Effective Time from the Company, or as soon as practicable thereafter (but in no event later than the earlier of the Company’s first full payroll after the Effective Time and the date ten (10) Business Days after the Effective Time) from the Surviving Company, the Option Consideration. The payment of Option Consideration to such former the holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company a Cancelled Option pursuant shall, to the provisions extent applicable to tax withholding obligations, be reduced by a number Parent Ordinary Shares having a value equal to all applicable tax withholding obligations relating to the Option Consideration and the Company (or a successor thereof) or an Affiliate thereof will be responsible for timely remitting the applicable tax withholdings relating to the Option Consideration. The value of this Section 2.11the Parent Ordinary Shares for purposes of the preceding sentence will be equal to the Parent Average Closing Price.

Company Options. Each Company Option (aor portion thereof) Prior to the Effective Time, the Company shall take all necessary action, that is outstanding and obtain the written consent (the “Option Consent”) unvested as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 shall be accelerated and submitted an become fully vested. At the Effective Time, each such then unexercised and outstanding Company Vested Option Consent: (i) a letter shall, by virtue of transmittal in customary form the Merger, be immediately cancelled and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options extinguished and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent thereof shall be entitled to receive in exchange therefor upon the cash consideration that such holder has the right to receive pursuant terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions of Section 2.6set forth in Article X, in full satisfaction consideration of all rights pertaining to such Vested Company Option and the associated deemed shares cancellation, for each share of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable as to holders of which such Company Vested Company Options Option is vested (including accelerated vesting pursuant to the provisions preceding sentence), an amount (the “Company Vested Option Consideration”), without interest, equal to the sum of this (i) the Per Share Upfront Option Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.11. 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (ciii) If within five years after following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. At the Effective Time Parent receives an Option Consent from a Person who was a record Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Vested Company Option shall cease to have any rights with respect thereto, except the rights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Company Vested Option Consideration. To the extent permissible by applicable Legal Requirements, any ambiguities will be interpreted so that the payments contemplated under this Section 2.6 are exempt from or comply with Code Section 409A. The payment of the foregoing amounts shall be reduced by any applicable income or employment or other Tax withholding required under the Code or any provision of applicable state, local or foreign Tax Legal Requirements. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Company Vested Options. Each Company Option (or portions thereof) that are unvested, unaccelerated and outstanding immediately prior to the Effective Time that had not submitted an Option Consent prior to time, if any, will, as of the Effective Time, Parent or Paying Agent shall deliver the items set forth automatically be cancelled and extinguished and no consideration will be delivered in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11exchange therefor.

Company Options. (a) Prior to At the First Effective Time, by virtue of the First Merger, each Company Option outstanding immediately prior to the First Effective Time shall automatically, without any action on the part of Parent, Merger Sub I, the Company shall take all necessary actionor any holder thereof, be converted into and obtain the written consent (the “Option Consent”) thereafter evidence an option to acquire a number of each holder of the Company Options give effect Parent Shares that is equal to the treatment product of (A) the number of Company Options Shares subject to such Company Option as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after of immediately prior to the First Effective Time, multiplied by (B) the Paying Agent will mail Exchange Ratio, rounded down to the Persons who were record holders nearest whole number of Vested Parent Shares (after such conversion, an “Exchanged Option”), at an exercise price per Parent Share underlying such Exchanged Option equal to the quotient obtained by dividing (x) the per share exercise price of Company Options immediately prior to the First Effective Time and submitted an Option Consent: by (iy) a letter the Exchange Ratio, rounded up to the nearest whole cent. To the extent that Section 409A or Section 421(a) of transmittal in customary form and containing the Internal Revenue Code of 1986, as amended (the “Code”), applies to any such provisions as Parent may reasonably specify and Company Option, the foregoing adjustment will be subject to such modifications, if any, as are reasonably acceptable required to cause the substitution contemplated by this Section 2.08(c) to be made in a manner consistent with Section 409A or Section 421(a) of the Code, as applicable. Except as provided in this Section 2.08(c) or as set forth in Section 2.08(c) of the Company Disclosure Letter or as otherwise set forth in the applicable Company Equity Plan or the award agreement pursuant to which such Company Option was granted, each Exchanged Option shall continue to be governed by the same terms and conditions as were applicable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested corresponding Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the First Effective Time; provided, that Parent shall take all action necessary to cause the term of exercisability of any such Exchanged Option following termination of the holder’s employment or service with the Company, the Initial Surviving Corporation, Surviving Company, Parent or Paying Agent shall deliver the items set forth any of their respective affiliates, as applicable (including any termination resulting from or in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies connection with the remainder consummation of Section 2.11(bthe Contemplated Transactions), Parent or Paying Agent shall pay to be extended such that such Exchanged Option may be exercised by the holder thereof until the earlier of the expiration date of the Company Option corresponding to the applicable Merger Exchanged Option Consideration to such former holder as of such Vested the date hereof or the three (3) year anniversary of the applicable Company Option. No interest shall be paid or will accrue on any cash payable to such former holder Employee’s date of Vested Company Option pursuant to the provisions of this Section 2.11termination.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. (ii) With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company Options at such time shall become vested. (iii) Prior to the Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take all other actions that are necessary action, and obtain the written consent (the “Option Consent”) of each holder of under the Company Options give effect Stock Plans and/or award agreements (including providing Company Optionholders with notice of their rights with respect to the treatment of the any such Company Options as contemplated provided herein and/or seeking such Company Optionholders’ consents, in each case to the extent required by Sections 2.6(a)(iv), 2.6(a)(vthe terms of the applicable Company Stock Plans or award agreements) and 2.6(a)(vito effectuate the provisions of this Section 2.7(c). (biv) Promptly The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to Section 2.7(c)(i) above shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors Stock Plans shall terminate and all rights to under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation or any of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent its Subsidiaries shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11cancelled. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior Parent shall not assume any Company Options in connection with the Merger or any other transactions contemplated by this Agreement. Upon the terms and subject to the Effective Timeconditions set forth in this Agreement, except as otherwise agreed to by Parent and a holder of a Company Option, the Company shall take all such action as may be necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options so that immediately prior to the Effective Time and submitted an Option Consent: Acceptance Time, (i) a letter the vesting of transmittal in customary form and containing such provisions each Company Option that remains outstanding as Parent may reasonably specify and as are reasonably acceptable of immediately prior to the Company (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 Acceptance Time shall be accelerated in full, (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested each Company Option that provided an Option Consent remains outstanding as of immediately prior to the Acceptance Time shall be entitled to receive in exchange therefor cancelled and terminated as of the cash consideration that Acceptance Time, and (iii) each holder of each such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any by the Company promptly after the Acceptance Time, subject to Section 3.8(e), an amount in cash payable to holders of Vested Company Options pursuant (without interest), if any, equal to the provisions product obtained by multiplying (x) the aggregate number of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder Company Shares that were issuable upon exercise of a Vested such Company Option immediately prior to the Effective Time Acceptance Time, by (y) the Offer Price, less the per share exercise price of such Company Option (the “Option Consideration”) (it being understood and agreed that had such exercise price shall not submitted an Option Consent prior actually be paid to the Effective TimeCompany by the holder of a Company Option). The Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(d) under all Company Option agreements and any other plan or arrangement of the Company, including delivering all required notices and making any determinations and/or resolutions of the Company Board or a committee thereof. Within three (3) Business Days after the Closing, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Options, the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on (less any cash applicable withholding taxes payable to such former holder of Vested Company Option pursuant to in respect thereof) as promptly as practicable (and in no event later than the provisions of this Section 2.11next regular payroll date) thereafter.

Company Options. (a) Prior Not less than thirty (30) days before the Closing Date, the Company shall provide written notice to each holder (an “Option Holder”) of a Company Stock Option (as defined in Section 5.2(a)) that is outstanding as of the date of such notice that (i) such Option Holder may exercise his or her Company Stock Options, whether or not then vested or exercisable (it being understood that any such exercises of Company Stock Options that are not vested or exercisable as of the date of the Option Holder’s exercise shall only be effective immediately prior to the Effective Time), and (ii) each Company Stock Option, to the extent unexercised by the Closing Date, shall thereafter be terminated and shall no longer be exercisable. To the extent an Option Holder exercises his or her Company Stock Options prior to the Effective Time, such Option Holder shall thereafter be a holder of Company Common Stock and shall receive in exchange therefor (other than with respect to Dissenting Shares) the Merger Consideration in accordance with the provisions of Section 4.1(c). (b) Notwithstanding the provisions of Section 4.3(a), in lieu of an Option Holder exercising his or her Company shall take all necessary actionStock Options, such Option Holder may choose to consent to the cancellation, effective immediately prior to the Effective Time, of each of his or her outstanding Company Stock Options in consideration for a cash payment (the “Option Payment”) in respect of such cancellation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option held by such Option Holder, whether or not then vested or exercisable, and obtain (y) the written consent excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, minus (ii) all applicable Taxes required to be withheld by the Company. In order to elect to receive the Option Payment, an Option Holder must execute and return a signed agreement (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(vParent (or agent thereof) and 2.6(a)(vi). (b) 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 and submitted an Closing Date. The Option Consent: (i) a letter Payment shall be paid by the Exchange Agent as promptly as reasonably practicable after the Closing Date, subject to receipt by the Exchange Agent of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other necessary documents as may be reasonably required by the Paying Exchange Agent or Parent pursuant to Section 4.2(b)). The Company agrees to take any and all actions necessary (including the adoption of resolutions by the holder of a Vested Company Option that provided an Option Consent shall be entitled Board and any other action reasonably requested by Parent) to receive in exchange therefor approve and effectuate the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11foregoing. (c) If within five years after Each Company Stock Option not exercised prior to the Effective Time Parent receives Closing Date pursuant to Section 4.3(a), or for which an Option Consent from a Person who was a record holder of a Vested Company Option immediately is not received by Parent (or agent thereof) prior to the Effective Time that had not submitted an Option Consent prior Closing Date pursuant to Section 4.3(b), shall be terminated at the Effective Time, Parent or Paying Agent shall deliver the items set forth no longer be exercisable and shall not be entitled to any payment in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies connection with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Merger.

Company Options. (a) Prior to As of the Effective Time, each outstanding Option (as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided in this Section 2.3(a). The term "Option" shall mean any option to purchase or acquire shares of Company Common Stock granted under the Company shall take all necessary actionCompany's 1996 Stock Incentive Plan and 1997 Stock Incentive Plan, and obtain the written consent as amended (the “"Company Stock Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(ivPlans"), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after . Following the Effective Time, each Option shall continue to have, and shall be subject to, the Paying Agent will mail terms and conditions of each agreement pursuant to the Persons who were record holders of Vested Company Options which such Option was subject immediately prior to the Effective Time (including, in the case of each Option granted under the Company Stock Option Plans, the terms and submitted an conditions of the Company Stock Option ConsentPlans under which such Option was granted), except that: (i) each Option (as converted pursuant to this Section 2.3(a)) shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time, multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option (as converted pursuant to this Section 2.3(a)) and the holder of any Option (as converted pursuant to this Section 2.3(a)) granted under the Company Stock Option Plans otherwise exercisable for a letter fractional share of transmittal Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in customary form such amount to which such holder would otherwise be entitled as determined pursuant to the provisions of the Company Stock Option Plans and containing the agreement under which such provisions as Parent may reasonably specify Option was granted (provided that all references in such Company Stock Option Plans and as are reasonably acceptable such agreement to the Company (including provisions releasing all claims against the Company shall be references to Acquiror and its officers and directors and all rights references to the Company Options and the Company capital stockCompany's Common Stock shall be references to Acquiror Common Stock); and (ii) instructions for use in effecting the deemed exercise and cancellation price per share of the associated Company Acquiror Common Stock in exchange for Merger issuable pursuant to each Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents (as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent converted pursuant to this Section 2.3(a)) shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant equal to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares exercise price per share of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after under such Option at the Effective Time Parent receives an Option Consent from a Person who was a record holder divided by the Exchange Ratio, rounded to the nearest whole cent. The assumption and substitution of a Vested Company Option Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights that they did not have immediately prior to the Effective Time or relieve the holders of such Options from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided herein with respect to any Options that had are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be, effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The duration and other terms of the converted options provided for in this Section 2.3(a) shall be the same as the Options except that all references to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action necessary to reserve for issuance, at all times any converted options provided for in this Section 2.3(a) are outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of such converted Options. The Company will take such action as shall be reasonably necessary (including but not submitted an limited to obtaining waivers from holders of Options) so that each Option Consent that was unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable Company Stock Option Plans immediately prior to the Effective Time, Parent or Paying Agent Time shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) continue to be subject to such Person. If such Person then complies vesting, repurchase, forfeiture or other conditions with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant respect to the provisions Acquiror Common Stock that may be issuable with respect thereto after the occurrence of the Effective Time or the consummation of the transactions contemplated by this Section 2.11Agreement.

Company Options. (ai) Prior to At the Effective Time, the each Company shall take all necessary action, Option (or portion thereof) that is outstanding and obtain the written consent (the “Option Consent”) vested as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger and submitted 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 Option Consent: (i) a letter of transmittal amount in customary form and containing cash, without interest, with respect to each share underlying such provisions as Parent may reasonably specify and as are reasonably acceptable Cancelled Option, equal to the Company excess, if any, of the Merger Consideration over the per share exercise price of such Cancelled Option (including provisions releasing all claims against such amount being hereinafter referred to as the Company and its officers and directors and all rights “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, 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 Corporation, an amount in cash equal to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon If the delivery exercise price per share of a duly executed letter any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of transmittal and such other documents as may Parent (which is hereby given pursuant to this Agreement), be reasonably required by the Paying Agent or Parent by cancelled without any cash payment being made in respect thereof. The payment of Option Consideration to the holder of a Vested 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 that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11was granted. (cii) If within five years after 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 Parent receives (each, an “Assumed Option”). Each such Assumed Option Consent from a Person who was a record holder of a Vested shall be subject to substantially the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time, including the vesting schedule applicable thereto, except that (A) the number of shares of Parent Common Stock subject to each Assumed Option shall be equal to the product of (x) the number of shares of Company Common Stock underlying such unvested Assumed Option as of immediately prior to the Effective Time that had not submitted multiplied by (y) the Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). Each Assumed 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 Assumed Option Consent qualified as an incentive stock option prior to the Effective Time, Parent or Paying Agent and, further, that the assumption of Assumed Options pursuant to this Section shall deliver be effected in a manner that satisfies the items set forth in clauses (i) requirements of Sections 409A and (ii424(a) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b)Code and the Treasury Regulations promulgated thereunder, Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of and this Section 2.116.11(d) will be construed consistent with this intent.

Company Options. (ai) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person, the Company Equity Plans and each Vested Company Option and Unvested Company Option shall be assumed by MEOA, except that following the Effective Time each Vested Company Option and Unvested Company Option shall cease to represent the right to purchase Company Shares and shall thereafter be exercisable for MEOA Shares (each, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule to be delivered in accordance with Section 2.3. Each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options or the exercise price therefor) or (B) to the extent they conflict with the Adopted Incentive Equity Plans and (ii) such other immaterial administrative or ministerial changes as the MEOA Board (or the compensation committee of the MEOA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options; it being understood that the MEOA Board shall have no authority pursuant to the foregoing clause (ii) to adopt or make any such changes, and the Company Board shall have no obligation to adopt such changes pursuant to Section 2.1(b)(ii), to the extent that such changes are materially adverse to the holders thereof vis-à-vis the rights of such holders with respect to the Vested Company Options and the Unvested Company Options, in each case without consent of such holders. (ii) The treatment of the Company Options specified in this Section 2.1(b) will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and, as applicable, Section 424 of the Code. Prior to the Effective Time, the Company Board (or appropriate committee thereof) shall pass resolutions and take all such other actions as are necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to provide for the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.112.1. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior Not less than thirty (30) days before the Closing Date, the Company shall provide written notice to each holder (an “Option Holder”) of a Company Stock Option (as defined in Section 5.2(a)), other than a Company Stock Option under the Company’s 2000 Directors’ Stock Option Plan, that is outstanding as of the date of such notice that (i) such Option Holder may exercise his or her Company Stock Options, whether or not then vested or exercisable (it being understood that any such exercises of Company Stock Options that are not vested or exercisable as of the date of the Option Holder’s exercise shall only be effective immediately prior to the Effective Time), and (ii) each Company Stock Option, to the extent unexercised by the Closing Date, shall thereafter be terminated and shall no longer be exercisable. To the extent an Option Holder exercises his or her Company Stock Options prior to the Effective Time, such Option Holder shall thereafter be a holder of Company Common Stock and shall receive in exchange therefor (other than with respect to Dissenting Shares) the Merger Consideration in accordance with the provisions of Section 4.1(c). (b) Notwithstanding the provisions of Section 4.3(a), in lieu of an Option Holder exercising his or her Company shall take all necessary actionStock Options, such Option Holder may choose to consent to the cancellation, effective immediately prior to the Effective Time, of each of his or her outstanding Company Stock Options in consideration for a cash payment (the “Option Payment”) in respect of such cancellation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option held by such Option Holder, whether or not then vested or exercisable, and obtain (y) the written consent excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Company. In order to elect to receive the Option Payment, an Option Holder must execute and return a signed agreement (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(vParent (or agent thereof) and 2.6(a)(vi). (b) 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 and submitted an Closing Date. The Option Consent: (i) a letter Payment shall be paid by the Exchange Agent as promptly as reasonably practicable after the Closing Date, subject to receipt by the Exchange Agent of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other necessary documents as may be reasonably required by the Paying Exchange Agent or Parent pursuant to Section 4.2(b)). The Company agrees to take any and all actions necessary (including the adoption of resolutions by the holder of a Vested Company Option that provided an Option Consent shall be entitled Board and any other action reasonably requested by Parent) to receive in exchange therefor approve and effectuate the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11foregoing. (c) If within five years after Each Company Stock Option not exercised prior to the Effective Time Parent receives Closing Date pursuant to Section 4.3(a), or for which an Option Consent from a Person who was a record holder of a Vested Company Option immediately is not received by Parent (or agent thereof) prior to the Closing Date pursuant to Section 4.3(b), shall be terminated at the Effective Time Time, shall no longer be exercisable and shall not be entitled to any payment in connection with the Merger. (d) Prior to the Closing Date, the Company shall take all actions necessary with respect to outstanding Company Stock Options under the Company’s 2000 Directors’ Stock Option Plan, including obtaining the written consent of each holder of such Company Stock Option, so that had each such Company Stock Option that is not submitted an Option Consent exercised by the Closing Date will be (i) terminated as of the Closing Date or (ii) cancelled, effective immediately prior to the Effective Time, Parent or Paying Agent shall deliver in exchange for payment of the items Option Payment (calculated as set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b4.3(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11).

Company Options. (a) Prior to the Closing, the Company Board shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each unexpired and unexercised Company Option shall become vested and exercisable and shall be cancelled and retired and cease to exist effective as of the Effective Time, the Company shall take all necessary actionand, and obtain the written consent (the “Option Consent”) of in exchange therefor, each former holder of the any such cancelled Company Options give effect to the treatment Option that has vested as of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation receiving accelerated vesting as of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent Effective Time) shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6from Acquiror, in full satisfaction consideration of all rights pertaining to the cancellation of each such Vested Company Option and in settlement therefor, subject to and in accordance with Section 1.10(a), an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the associated deemed Company, including any fringe benefit tax) equal to the product of (A) the total number of shares of vested Common Stock previously subject to such Company Option and (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the Company Common Stock previously subject to such Company Option (each, an “In-the-Money Stock Option”). The aggregate amount of cash payable with respect to all such Company Options pursuant to this Section 1.9(a)(ii) is referred to as the “Company Option-Based Merger Consideration.” Any Company Option with respect to which the exercise price per share of Company Common Stock associated with is equal to or greater than the deemed exercise. No interest Per Share Merger Consideration shall be paid or will accrue on any cash payable to holders of Vested considered out-of-the-money and shall be cancelled and no consideration shall be delivered in exchange therefor. All Company Options pursuant to the provisions that are unvested and unexercisable as of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from and are not otherwise accelerated as a Person who was a record holder result of a Vested the consummation of the transactions contemplated hereby and the Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest Excluded Options shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11cancelled and no consideration shall be delivered in exchange therefor.

Company Options. At the Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock (awhether vested or unvested) Prior granted under any Company Equity Plan (each, a “Company Option”) shall, by virtue of the Second Merger and without further action on the part of the holder thereof, be assumed by Parent and converted into an option to acquire shares of Parent Common Stock (each, a “Converted Parent Option”) on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Option immediately prior to the Effective Time, except that (A) the Company shall take all necessary actionnumber of shares of Parent Common Stock, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect rounded down to the treatment nearest whole number of the Company Options as contemplated by Sections 2.6(a)(iv)shares of Parent Common Stock, 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining subject to such Vested Company Converted Parent Option and shall equal the associated deemed product of (x) the number of shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable subject to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested such Company Option immediately prior to the Effective Time that had not submitted an multiplied by (y) the Equity Award Exchange Ratio and (B) the per share exercise price of such Converted Parent Option, rounded up to the nearest whole cent, shall equal the quotient of (x) the exercise price per share of Company Common Stock at which such Company Option Consent was exercisable immediately prior to the Effective Time, divided by (y) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent or Paying Agent Common Stock purchasable under each Converted Parent Option shall deliver be determined in a manner consistent with the items set forth requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in clauses (i) the case of any Company Option to which Section 422 of the Code applies, the exercise price and (iithe number of shares of Parent Company 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 Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Code.

Company Options. At the Effective Time, each unvested Company Option, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (arounded down to the nearest number of whole shares) Prior of (i) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time, and (ii) the Option 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 Option Exchange Ratio; provided, however, that such conversion shall take in all necessary actionevents occur in a manner satisfying the requirements of Sections 409A, 422 and obtain 424 of the written consent (Code and Treasury Regulation Section 1.424-1. For purposes of this Agreement, the “Option Consent”Exchange Ratio” shall be the fraction having a numerator equal to the per share Merger Consideration (valuing the Stock Portion of the Merger Consideration at the Measurement Price thereof) and having a denominator equal to the Measurement Price. Except as specifically provided in this Section 2.4(a), following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as set forth in the applicable Company Equity Plan and any agreements thereunder as were applicable immediately prior to the Effective Time. In addition to the foregoing, Parent shall assume the Company Equity Plans, and the number and kind of shares available for issuance under the Company Equity Plans shall be converted into shares of Parent Common Stock in accordance with the provisions of each holder applicable Company Equity Plan. At the Effective Time, each vested Company Option shall, by virtue of the Company Options give effect to Merger and without any action on the treatment part of the Company Options holders thereof, the Company, Parent or Merger Sub, be cancelled and shall only entitle the holder thereof to receive, as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly soon as reasonably practicable after the Effective Time, from Parent, the Paying Agent will mail consideration, subject to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time all applicable income and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that employment withholding taxes, such holder has the right to receive pursuant to the provisions would have received if such holder had effected a cashless exercise of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested vested Company Option immediately prior to the Effective Time that had not submitted an and the shares of Company Common Stock issued upon such cashless exercise were converted in the Merger into Merger Consideration pursuant to Section 2.1(a). Such cashless exercise shall be deemed to have been effected by distributing to the holder of each vested Company Option Consent a number of shares of Company Common Stock equal to the number of shares of Company Common Stock subject to each vested Company Option, less the number of shares of Company Common Stock equal in value to the sum of the aggregate exercise price of each vested Company Option plus the aggregate income and employment withholding taxes payable as a result of the deemed exercise of each vested Company Option (measured based on the extent to which the aggregate fair market value of the total number of shares of Company Common Stock issuable under each vested Company Option immediately prior to the Effective TimeTime exceeds the aggregate exercise price of each vested Company Option). The net number of shares of Company Common Stock deemed issued in connection with the deemed cashless exercise of each vested Company Option shall be converted on the Effective Time into the Merger Consideration. Promptly following the date of this Agreement, Parent or Paying Agent the Company shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) written notice to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former each holder of a Company Option informing such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested the effect of the Merger on the Company Option pursuant to the provisions of this Section 2.11Options.

Company Options. (ai) Prior to At the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “each Vested Option Consent”) of each holder of the Company Options give effect that is outstanding immediately prior to the treatment Effective Time shall be cancelled as of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has converted into the right to receive pursuant an amount, less applicable withholdings, equal to the provisions product obtained by multiplying (x) the number of Section 2.6, in full satisfaction shares of all rights pertaining to Common Stock covered by such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant immediately prior to the provisions Closing by (y) the excess (if any) of this Section 2.11the Offer Price over the per share exercise price under such Vested Option (“Option Consideration”). (cii) If within five years after At the Effective Time Parent receives an Time, each Unvested Option Consent from a Person who was a record holder shall be cancelled as of a Vested Company Option immediately prior to the Effective Time that had not submitted and converted into the right to receive an amount equal to the product obtained by multiplying (x) the number of shares of Common Stock covered by such Unvested Option Consent immediately prior to the Closing by (y) the excess (if any) of the Offer Price over the per share exercise price under such Unvested Option (“Unvested Option Cash”). The Unvested Option Cash will be subject to applicable withholdings and continue to have, and will, except as otherwise provided in a written employment agreement between the holder of such Unvested Option and Parent, be subject to, the same terms and conditions set forth in the Company Stock Plan under which it was granted and the agreements evidencing the grant thereof immediately prior to the Effective Time, Parent including without limitation provisions with respect to vesting, provided that payments of Unvested Option Cash will be made on the last business day of the Parent’s fiscal quarter in which the Unvested Options to which the Unvested Option Cash is attributable would have vested. For the avoidance of any doubt, if a holder of an Unvested Option fails to vest in any portion of his or Paying Agent shall deliver her Unvested Option Cash (including, but not limited to, due to a failure to meet the items applicable vesting requirements set forth in clauses (i) his or her agreement evidencing the grant of such Unvested Option), such amounts shall be retained by Parent and (ii) forfeited by such holder for no consideration. Each payment of Unvested Option Cash hereunder is intended to be a separate “payment” for purposes of Section 2.11(b409A of the Code and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be resolved in a manner to maintain such exemption from or compliance with Section 409A of the Code. (iii) Each Vested Option and each Unvested Option with a per share exercise price equal to such Person. If such Person then complies with or in excess of the remainder of Section 2.11(b), Parent or Paying Agent Offer Price shall pay terminate for no consideration at the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Effective Time.

Company Options. (a) Prior to As of the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall take all necessary actionbe, without any action on the part of any holder thereof, assumed by Parent and obtain the written consent substituted with an option to purchase shares of Parent Common Stock (the “Option ConsentConsideration”) of each holder ), in accordance with the terms of the Company Options give effect to New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the treatment terms of the Company Options as contemplated by Sections 2.6(a)(iv)Option Tax Ruling, 2.6(a)(v) except that from and 2.6(a)(vi). (b) Promptly after the Effective Time, (i) the Paying Agent will mail number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the Persons who were record holders number of Vested Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable multiplied by the Exchange Ratio, rounded down to the Company (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); nearest whole share, and (ii) instructions for use in effecting the deemed per share exercise and cancellation of the associated Company Common price under each such Parent Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant equal to the provisions exercise price per Company Ordinary Share of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that had not submitted an the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option Consent 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. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, Parent or Paying Agent shall deliver including the items set forth in clauses (i) same vesting restrictions and (ii) continued service requirements and the same rights to vesting upon a qualifying termination of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant employment to the provisions of this Section 2.11extent applicable.

Company Options. (a) At the Effective Time, each outstanding option, warrant or other right entitling the holder thereof to purchase shares of Company Stock (each, a “Company Option” or collectively “Company Options”), whether issued pursuant to the Company’s 2001 Stock Incentive Plan, 1994 Stock Option Plan, 1994 Incentive Stock Option Plan or 1982 Stock Option Plan (collectively, the “Option Plans”), or outside any Option Plans, which is vested and exercisable, or which will become exercisable upon consummation of the Merger, but excluding any Company Options held or beneficially owned by Parent or Merger Sub or any other subsidiary or parent of Parent or Merger Sub (collectively “Excluded Options”), shall be converted into and shall become the right to receive, in full and complete satisfaction and cancellation thereof, a cash payment per Company Option, without interest, in an amount that shall be determined by multiplying (i) the excess, if any, of the Per Share Amount over the applicable per share exercise price of such Company Option, by (ii) the number of shares of Company Stock that are purchasable on exercise of the vested portion of such Company Option immediately prior to the Effective Time (which vested portion shall be determined after giving effect to the acceleration of vesting of any such Company Option by reason of the consummation of the Merger), less any required withholding tax (the “Option Payment”). At the Effective Time, all outstanding Company Options (including any Company Option that is not exercisable at the time of the Merger or for which no payment shall be due hereunder) shall be canceled and be of no further force or effect except for the right to receive the cash Option Payment to the extent provided in this Section 2.4. Prior to the Effective Time, the Company and Parent shall take all necessary actionactions (including, and obtain if appropriate, amending the written consent (the “Option Consent”) of each holder terms of the Company Options Option Plans and option agreements or warrants) that are necessary to give effect to the treatment transactions contemplated by this Section 2.4, including the cancellation of the all Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi(whether or not they are then vested). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior Prior to the Effective Time, Parent and the Company shall establish a procedure to effect the surrender or Paying Agent cancellation of Company Options in exchange for the Option Payments to which the holders of such Company Options shall deliver the items set forth in clauses (i) and (ii) of be entitled under Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b2.4(a), and, upon surrender or cancellation of each such Company Option, Parent or Paying Agent shall pay to the applicable Merger holder thereof in cash the amount of the Option Consideration Payment, if any, to which such former holder of such Vested Company Option. No interest shall be paid entitled hereunder. (c) Parent, Merger Sub and the Company hereby acknowledge and agree that the Surviving Corporation shall not assume or will accrue on continue any cash payable to Company Options, or substitute any additional options for such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Options.

Company Options. (a) Prior to At the Effective Time, the each outstanding option to purchase Shares (a “Company shall take all necessary action, and obtain the written consent (the “Option ConsentOption”) of each holder under the Share Plans (as defined in Section 2.1(b)) that is vested as of the Effective Time (a “Vested Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(ivOption”), 2.6(a)(v) shall automatically be cancelled at the Effective Time and 2.6(a)(vi). (b) Promptly after converted into the right to receive, at the Effective Time, the Paying Agent will mail a lump sum cash payment (less applicable Taxes required to be withheld with respect to such payment) equal to the Persons who were record holders product of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter the number of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining shares subject to such Vested Company Option and (ii) the associated deemed shares excess, if any, of Company Common Stock associated with (A) the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders Amalgamation Consideration over (B) the exercise price per share of such Vested Company Options pursuant to Option (the provisions product of this Section 2.11. (c) If within five years after such amounts, the Effective Time Parent receives an “Cash Payment”). Each outstanding Company Option Consent from a Person who was a record holder of other than a Vested Company Option immediately prior to the Effective Time that had not submitted (each, an Option Consent prior to “Unvested Company Option”) shall automatically be cancelled at the Effective Time, and Parent or Paying Agent shall deliver cause an amount equal to the items set forth in clauses product of (i) the number of shares subject to such Unvested Company Option and (ii) the excess, if any, of Section 2.11(b(A) the Amalgamation Consideration over (B) the exercise price per share of such Unvested Company Option to be credited as an opening balance of a deferred compensation account for each holder of Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options would have vested in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. All amounts in each holder’s deferred compensation account shall be deemed to receive a rate of return equal to the Amalgamated Company’s rate of interest on its revolving credit line (not to exceed 5% per year). Upon vesting of the account, each holder shall be entitled to payment as soon as practicable following the vesting date, in settlement of his or her deferred compensation account, of a cash amount equal to the then-value of the vested portion of such holder’s deferred compensation account, based on the performance of such deemed investments, less applicable Taxes required to be withheld with respect to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11payment.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. (ii) With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company Options at such time shall become vested. (iii) Prior to the Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take all other actions that are necessary action, and obtain the written consent (the “Option Consent”) of each holder of under the Company Options give effect Stock Plans and/or award agreements (including providing Company Optionholders with notice of their rights with respect to the treatment of the any such Company Options as contemplated provided herein and/or seeking such Company Optionholders’ consents, in each case to the extent required by Sections 2.6(a)(iv), 2.6(a)(vthe terms of the applicable Company Stock Plans or award agreements) and 2.6(a)(vito effectuate the provisions of this ‎Section 2.7(c). (biv) Promptly The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to ‎Section 2.7(c)(i) above shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors Stock Plans shall terminate and all rights to under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation or any of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent its Subsidiaries shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11cancelled. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, shall automatically (and without any action on the part of any party hereto or the holder thereof) be cancelled and cease to represent a right to acquire shares of Company Common Stock, and shall be converted into the right (each, a “Right”) to receive the following consideration, if any: (i) if the exercise price per share of such Company Option is less than the Per Share Consideration, then an amount of cash determined by multiplying (1) the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Acceptance Time, times (2) the amount by which (x) the Per Share Consideration exceeds (y) the exercise price per share of such Company Option, less applicable taxes and withholding; and (ii) if the exercise price per share of such Company Option is equal to or greater than the Per Share Consideration, then no cash (or any other consideration therefor) shall be paid in consideration for such cancelled Company Option. (b) Within five (5) business days following the Effective Time, the Surviving Corporation shall send to each former holder of a Company Option a written notice setting forth the amount of cash subject to each Right in respect of a Company Option. All amounts payable, if any, pursuant to this Section 6.1 will be paid as promptly as practicable after the Effective Time, and in any event no later than ten (10) business days after the Effective Time, and Parent shall make or cause the Surviving Corporation to make such payments through the payroll system of the Surviving Corporation (and subject to any required reporting and withholding required to be made by the Surviving Corporation) in accordance with the terms of this Agreement and the applicable Company Equity Plans. (c) Prior to the Effective Time, the Company shall use commercially reasonable efforts to take all action that may be necessary action, and obtain the written consent (the “Option Consent”) of each holder of under the Company Options give effect Equity Plans and otherwise) to effectuate the treatment provisions of the Company Options as contemplated by Sections 2.6(a)(iv)this Section 6.1 and to ensure that, 2.6(a)(v) from and 2.6(a)(vi). (b) Promptly after the Effective Time, holders of Company Options have no rights with respect thereto other than those specifically provided in this Section 6.1. (d) The Parent, the Surviving Corporation and the Paying Agent will mail to Agent, as the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent case may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent be, shall be entitled to receive in exchange therefor deduct and withhold from the cash consideration that such holder has the right to receive amounts otherwise payable pursuant to this Section 6.1 such amounts as Parent, the provisions Surviving Corporation or the Paying Agent is required to deduct and withhold under the Code, the rules and regulations promulgated thereunder, or any provision of Section 2.6state or local Tax law. To the extent that amounts are so withheld, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest amounts shall be treated for all purposes as having been paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions Person in respect of this Section 2.11which such deduction and withholding was made. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. The Company, the Stockholders and UniCapital acknowledge that: (a) Prior Anything contained in Article 2 hereof to the contrary notwithstanding, on the Merger Effective TimeDate, 9.72% of the Company shall take all necessary actionEffective Date Consideration payable to Robexx XxxXxxxxxxxx, and obtain the written consent (the “Option Consent”) of each holder xxe principal stockholder of the Company Options give effect to (the treatment "Principal Stockholder"), less $1,225,398, shall be deposited into an escrow account (the "Company Escrow") established by the Company for the benefit of the Surviving Company, the Principal Stockholder and certain employees and consultants of the Surviving Company, to be released therefrom in accordance with the terms of the agreement governing the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi)Escrow. (b) Promptly after the Effective Time, the Paying Agent will mail Anything contained in Article 2 hereof to the Persons who were record holders contrary notwithstanding, 10.8% of Vested Company Options immediately prior the any Earn-Out Consideration payable by UniCapital to the Effective Time and submitted an Option Consent: (i) a letter Principal Stockholder in accordance with the terms of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable this Agreement shall be deposited into to the Company (including provisions releasing all claims against Escrow, to be released therefrom in accordance with its terms of the agreement governing 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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Escrow. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent Nothing contained in this Section 11.6 shall limit or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to modify the provisions of Article 4 of this Agreement and, accordingly, 10% of the Effective Date Consideration payable to the Stockholders shall be placed in the escrow established for the benefit of the Stockholders and UniCapital under the terms of the Indemnity Escrow Agreement (the "Indemnity Escrow"); provided, however, that upon release of any of the Escrow Property to the Stockholders in accordance with the terms of the Indemnity Escrow Agreement, 1.08% of any of the Escrow Property payable to the Principal Stockholder shall be deposited into the Company Escrow to be released therefrom in accordance with its terms. Nothing contained herein, shall be deemed to have limited or reduced the obligations of the Principal Stockholder under Article 3, Section 12.1 or Section 12.2 hereof. (d) UniCapital agrees to, at the Stockholders expense, provide reasonable cooperation to the Company and the Stockholders in establishing the arrangement with the Option Holders regarding the matters described in this Section 2.1111.6, including, without limitation, permitting the Surviving Corporation to enter into an agreement to establish the Option Escrow.

Company Options. (ai) Prior to At the Effective Time, by virtue of the Merger and without any action on the part of the holders of Company shall take all necessary actionOptions, and obtain the written consent (the “Option Consent”) portion of each holder of the outstanding Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) Option that is unvested and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options unexercisable immediately prior to the Effective Time and submitted (an Option Consent: (i“Unvested Company Option”) a letter shall be automatically converted into the right to receive an amount of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent cash by the holder of a Vested such Unvested Company Option that provided an determined by multiplying (1) the excess, if any, of the Per Share Amount over the applicable per share exercise price of such Unvested Company Option, by (2) the number of Company Shares subject to such Unvested Company Option Consent shall (the “Unvested Option Consideration”). The Unvested Option Consideration will be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant subject to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option same terms and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant conditions applicable to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Unvested Company Option immediately prior to the Effective Time Time, including vesting restrictions and continued service requirements (collectively, the “Continuing Obligations”), except for administrative changes that had are not submitted adverse to the holder of the Unvested Company Option or to which the holder consents. Payment of the Unvested Option Consideration in respect of an Unvested Company Option Consent shall be made, subject to such terms and conditions, on the vesting dates applicable to the Unvested Company Option as described in this clause (i) and in accordance with, and subject to the provisions of, clause (iii), and shall be further subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. (ii) At the Effective Time, the portion of each outstanding Company Option that is vested and exercisable immediately prior to the Effective Time (a “Vested Company Option”) shall in each case be canceled at the Effective Time and shall be converted automatically into the right to receive, as soon as practicable after the Effective Time, an amount in cash, without interest thereon, determined by multiplying (1) the excess, if any, of the Per Share Amount over the applicable exercise price of such Vested Company Option, by (2) the number of Company Shares subject to such Vested Company Option (after giving effect to any acceleration provided under the applicable stock option agreement) (the “Vested Option Consideration”). Payment of such Vested Option Consideration shall be subject to all applicable deductions and withholdings required by Law to be withheld in respect of such payment. (iii) Notwithstanding anything to the contrary set forth in this Section 2.7 or elsewhere in this Agreement, Parent shall, within three (3) days following the Effective Time, deliver: (A) the consideration payable in respect of any Company Option granted under the capital gains route of Section 102 and held by the 102 Trustee, including any Unvested Option Consideration in respect of Company Options so granted (the “Section 102 Option Consideration”), to the 102 Trustee pursuant to the provisions of Section 102 and the Israeli Option Tax Ruling, if obtained, to be held and released in accordance with the agreement with the 102 Trustee, applicable Law (including the provisions of Section 102, including the lapse of the minimum trust period required by Section 102 (the “102 Trust Period”)) and the Israeli Option Tax Ruling, if obtained (or any other approval from the Israeli Tax Authority received either by the Company or Parent), and (B) any consideration payable in respect of any Company Option that is not Section 102 Company Option Consideration (the “Non-Section 102 Option Consideration”), directly to the applicable Company’s foreign subsidiaries. The 102 Trustee and the applicable Company’s foreign subsidiaries shall be entitled to withhold any amounts required in accordance with applicable Law and the Israeli Option Tax Ruling, if obtained (or any other approval from the Israeli Tax Authority received either by the Company or Parent). Subject to the following restrictions, Parent shall procure that the 102 Trustee and the applicable Company’s foreign subsidiaries shall pay the Section 102 Option Consideration and the Non-Section 102 Option Consideration to the relevant holder of the Company Options as soon as practicable, unless the relevant holder of Company Options instructs or agrees otherwise. With regard to Unvested Option Consideration, the net amount, without interest and after deduction and withholding of all applicable deductions and withholdings, which is payable to a particular holder of Unvested Company Options, shall only be paid by the 102 Trustee or the applicable Company’s foreign subsidiaries (on behalf of the Surviving Corporation) to such holder if such holder continues to meet the Continuing Obligations through the applicable vesting date, and such net amount shall not be paid by the 102 Trustee or the applicable Company’s foreign subsidiaries (on behalf of the Surviving Corporation) to such holder prior to the later of: (i) the applicable vesting date, and (ii) in the case of any amount of Section 102 Option Consideration only, the lapse of the applicable 102 Trust Period. In the event that such a holder does not continue to meet the Continuing Obligations through the applicable vesting date, the Surviving Company may demand that the net amount be refunded to it by the 102 Trustee (with respect to any amount of Section 102 Option Consideration) or by the relevant Company’s foreign subsidiaries (with respect to any amount of Non-Section 102 Option Consideration), as applicable, and the Surviving Company may request, from the relevant tax authority, a refund of any taxes which were then-previously deducted or withheld with respect to such holder’s entitlement to receive such holder’s portion of the Unvested Option Consideration. Following the Effective Time, Parent or Paying Agent may designate and change the 102 Trustee, in its sole discretion, in accordance with applicable Law (including the provisions of Section 102) and the Israeli Tax Authority’s consent. (iv) The Company Board and any applicable committee thereof shall deliver adopt any resolutions and take any actions that are necessary to provide for the items set forth treatment described in clauses (i) and (ii), including a resolution to the effect that the Company Option Plans permit the treatment described in clause (i) without automatic vesting (other than vesting provided pursuant to an optionee’s option agreement) and, accordingly, that Unvested Company Options will not automatically vest and will instead be subject to the treatment described in clause (i). (v) As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling in relation to the payment to be made in connection with the conversion of Company Options into the right to receive cash as described in clauses (i) and (ii) above, which will provide, among other things that (1) the payments made in respect of Company Options granted under the capital gains route of Section 2.11(b102 and held by the 102 Trustee and Company Shares issued upon exercise of such Company Options, shall not constitute a violation of Section 102 if deposited with the 102 Trustee and released only after the lapse of the 102 Trust Period, and (2) payments made to the 102 Trustee under this Agreement shall not be subject to withholding of Israeli Tax (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Each of the Company and Parent shall cause their respective Israeli counsel, advisors and accountants to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling. Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Option Tax Ruling, as promptly as practicable. For the avoidance of doubt, the final text of the Israeli Option Tax Ruling or the Interim Option Ruling shall in all circumstances be subject to the prior written confirmation of Parent or its counsel, which consent shall not unreasonably be withheld or delayed. If the Israeli Option Tax Ruling is not granted by the tenth (10th) Business Day prior to the Closing, and Parent determines, in its reasonable discretion, that it is unlikely that the Israeli Option Tax Ruling will be granted prior to the Closing, the Company shall seek to receive prior to the Closing an interim Tax ruling confirming that payments made to the 102 Trustee under this Agreement shall not be subject to withholding of Israeli Tax (the “Interim Option Ruling”). In the event that neither the Israeli Option Tax Ruling nor the Interim Option Ruling has been received by the fifteenth (15th) calendar day of the month following the month during which the payments become due and payable, Parent, Paying Agent, the Trustee or the Surviving Company may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law. To the extent that prior to the Closing the Interim Option Ruling shall have been obtained, then all references herein to the Israeli Option Tax Ruling shall be deemed to refer to such Person. If interim ruling, until such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger time that a final definitive Israeli Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Tax Ruling is obtained.

Company Options. All Company Options (a) Prior other than Rollover Options), whether or not then exercisable and vested, shall become fully exercisable and vested at or prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after . At the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested all outstanding Company Options immediately prior to that are not exercised on or before the Effective Time and submitted an Option Consent: Closing Date (iother than Rollover Options) a letter shall be cancelled and, upon cancellation thereof, each holder of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 (iian “Optionholder”) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled cease to receive in exchange therefor the cash consideration that such holder has have any rights with respect thereto, except the right to receive pursuant (i) the consideration set forth in this Section 2.3(c) plus (ii) a pro-rata portion of any Additional Company Securities Amount, each Optionholder (other than holders of Rollover Options) will be paid cash in consideration for the cancellation of his or her Company Options outstanding as of the Closing Date in an amount (rounded to the provisions nearest cent) equal to the difference between (i) the product of Section 2.6, in full satisfaction (x) the Company Common Stock Conversion Amount and (y) the number of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested for which such Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option were exercisable immediately prior to the Effective Time that had not submitted an Option Consent prior their cancellation pursuant to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (ithis Section 2.3(c) and (ii) the aggregate exercise price payable upon exercise of Section 2.11(b) to such Person. If such Person then complies with Company Options; provided, however, that the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration not deliver to such former Optionholder any cash for such holder’s outstanding Company Options until such holder has delivered to the Paying Agent Company Option Surrender Forms with respect to such Company Options; and provided, further, however, that if an Optionholder has not delivered to the Paying Agent Company Option Surrender Forms at Closing, the Paying Agent shall hold such amount and not pay such amount to the Optionholder until such Company Option Surrender Forms are delivered. The amount of such Vested Company Option. No interest any cash payment made to an Optionholder pursuant to this Section 2.3(c) shall be paid or will accrue on net of any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11applicable withholding Taxes.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option multiplied by (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. (ii) With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company Options held by any such Person whose employment or engagement has not been terminated, or in respect of such employment or engagement no termination notice has been issued by the holder or the Company, as the case may be, to the other party, both as of the Effective Time, shall become vested at such time. (iii) Prior to the Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take all other actions that are necessary actionunder the Company Stock Plan and/or award agreements (including providing Company Optionholders with notice of their rights with respect to any such Company Options as provided herein and/or seeking such Company Optionholders’ consents, and obtain in each case to the written consent (extent required by the “Option Consent”) of each holder terms of the Company Options give effect Stock Plan or award agreements) to effectuate the treatment provisions of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vithis Section 2.7(c). (biv) Promptly The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to Section 2.7(c)(i) above shall be rounded to the nearest cent (agora) and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors Stock Plan shall terminate and all rights to under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation or any of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent its Subsidiaries shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11cancelled. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior to the Effective TimeClosing Date, the board of directors of the Company shall adopt such resolutions, and the Company shall take all such other actions, as are necessary actionto effect the following (each to be effective immediately prior to and contingent upon the Closing): (a) Subject to Section 1.9(f), each In-the-Money Company Option that is vested and obtain remains outstanding as of immediately prior to the written consent Closing (after giving effect to any exercises thereof to occur simultaneously with the “Option Consent”Closing) of each holder shall be automatically cancelled and exchanged for the right to receive an amount in cash, in the manner set forth in Section 1.9(c), equal to (A) the Pro Rata Share of the Aggregate Residual Closing Consideration, less the aggregate exercise price of such In-the-Money Company Options give effect Option, plus (B) the Pro Rata Share of the portion of all Future Payments that become payable pursuant to the treatment terms of the this Agreement with respect to such In-the-Money Company Options Option, in each case subject to withholding as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi)provided in Section 1.10. (b) Promptly after Upon the Effective Timeexercise or cancellation, the Paying Agent will mail to the Persons who were record holders as applicable, of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested any In-the-Money Company Option that provided an pursuant to this Section 1.9, such In-the-Money Company Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has no longer represent the right to acquire any Company Shares or other Equity Interests, but shall entitle the holder thereof to receive only the consideration payable in respect thereof pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.111.9. (c) If within five years The Buyer shall cause the Company to pay (following receipt of such funds pursuant to Section 1.3(b)(iii)) as promptly as practicable after the Effective Time Parent receives Closing Date to each holder of an Employee In-the-Money Company Option Consent from a Person who was a record the portion of the Aggregate Residual Closing Consideration payable to such holder pursuant to this Section 1.9 (subject to any applicable withholding as provided in Section 1.10) in accordance with the Closing Date Allocation Schedule. The Buyer shall cause the Company to pay (following receipt of such funds pursuant to Section1.7(b)) to each holder of an Employee In-the-Money Company Option any amounts payable with respect to each Future Payment (subject to any applicable withholding as provided in Section 1.10) in accordance with the Closing Date Allocation Schedule. (d) The Buyer shall direct the Paying Agent to pay (following receipt of such funds pursuant to Section 1.3(b)(i)) as promptly as practicable after the Closing Date to each holder of a Vested Non-Employee In-the-Money Company Option immediately the portion of the Aggregate Residual Closing Consideration payable to such holder pursuant to this Section 1.9 (subject to any applicable withholding as provided in Section 1.10) in accordance with the Closing Date Allocation Schedule. The Buyer shall direct the Paying Agent to pay (following receipt of such funds pursuant to Section 1.7(b)) to each holder of a Non-Employee In-the-Money Company Option any amounts payable with respect to each Future Payment (subject to any applicable withholding as provided in Section 1.10) in accordance with the Closing Date Allocation Schedule. (e) On or prior to the Effective Time Closing Date, the Company shall cause each Company Option that had is not submitted an In-the-Money Company Option Consent prior to be terminated and cancelled without payment of consideration. (f) The Company shall obtain from the holder of each In-the-Money Company EMI Option that is then outstanding (whether such In-the-Money Company EMI Option is vested or unvested, but not to the Effective Time, Parent or Paying Agent extent it has theretofore been exercised) an executed Option Exercise Agreement pursuant to which such holder shall deliver the items set forth in clauses agree (i) and to exercise, to the extent vested, all of such holder’s In-the-Money Company EMI Options; (ii) of Section 2.11(bbecome party to this Agreement and become a “Participating Seller” within the meaning thereof; (iii) to such Person. If such Person then complies with be issued the remainder number of Section 2.11(bCompany Shares in relation to the vested In-the-Money Company EMI Options (“Company EMI Shares”); provided, Parent or Paying Agent however, that notwithstanding anything to the contrary herein, no portion of the Aggregate Consideration shall pay the applicable Merger Option Consideration be payable to such former any holder of any such Vested In-the-Money Company Option. No interest EMI Option unless and until such holder shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant have executed and delivered to the provisions Buyer an Option Exercise Agreement. To the extent that the In-the-Money Company EMI Options are exercised and Company EMI Shares are issued, then the In-the-Money Company EMI Options shall not be included in the definition of this Section 2.11In-the-Money Company Options for the purposes of Sections 1.9(a) through 1.9(d).

Company Options. (a) At the Effective Time, each outstanding Company Option shall, in accordance with the terms of such Company Option, become fully vested and exercisable upon consummation of the Merger and shall be converted into and shall become the right to receive, in full and complete satisfaction and cancellation thereof, one or more cash payments per Company Option, without interest, as set forth below. Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of any option plan or agreement) that are necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options to give effect to the treatment transactions contemplated by this Section 2.4. The Parent, Merger Sub and the Company hereby acknowledge and agree that neither the Surviving Corporation nor Parent shall assume or continue any Company Options, or substitute any additional options for such Company Options. All payments to holders of Company Options pursuant to this Section 2.4 (collectively, “Option Payments”) shall be paid by Parent to the Representative on behalf of the holders of Company Options and the Representative shall be responsible for distributing such Option Payments to the holders of Company Options. Option Payments shall be determined and made on the Closing Date and each Contingent Payment Date, as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) applicable. The obligations of Parent and 2.6(a)(vi). (b) Promptly after the Surviving Corporation to make the Option Payments shall be satisfied upon final and non-refundable payment to the Representative. At the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested each outstanding Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing Option, whether or not such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option has an exercise price that provided an Option Consent is greater than the Per Share Closing Date Payment, shall be entitled to receive in exchange therefor the cash consideration that such holder has converted into and shall become the right to receive one or more cash payments, each payment in an amount equal to the result of “Xm” minus Kn and minus the amount of any Option Payments made to date with respect to such Company Option if, and only if, Xm is greater than Kn, where: [ Xm*S + S((Xm-Kn)*On) ] = T Where: Xm = Amount paid per share of outstanding Company Stock to date inclusive of the current payment, as calculated pursuant to the provisions spreadsheet attached as Schedule 2.1; S = the number of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders outstanding as of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time; T = The sum of all Merger Consideration (inclusive of the current payment) previously paid on account of all shares of Company Common Stock and all Company Options; Kn = For such Company Option, Parent or Paying Agent shall deliver the items set forth in clauses exercise price of such Company Option (i) and (ii) of Section 2.11(b) to where Kn is the exercise price for such Person. If such Person then complies with the remainder of Section 2.11(bCompany Option n), Parent or Paying Agent shall pay per Table 1 above; and On = Number of Company Options outstanding (and where On is the applicable Merger Option Consideration to such former holder number of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder Options with an exercise price of Vested Company Option pursuant to the provisions of this Section 2.11Kn), per Table 1 above.

Company Options. (a) Prior to As of the Effective Time, notwithstanding anything to the contrary in any Company Stock Plan or in any individual award agreement, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Company Common Stock granted under the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options Stock Plans that is outstanding immediately prior to the Effective Time and submitted (collectively, the “Company Options”) shall be converted into an Option Consent: (i) a letter option to purchase the number of transmittal in customary form and containing such provisions as whole shares of Parent may reasonably specify and as are reasonably acceptable Voting Common Stock that is equal to the Company (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 deemed exercise and cancellation number of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable subject to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested such Company Option immediately prior to the Effective Time that had not submitted multiplied by the Option Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share of Parent Voting Common Stock (rounded up to the nearest whole xxxxx) equal to the exercise price for each such share of Company Common Stock subject to such Company Option Consent immediately prior to the Effective Time divided by the Option Exchange Ratio, and otherwise on substantially similar, in the aggregate, terms and conditions (including with respect to vesting) as applied to each such Company Option immediately prior to the Effective Time; provided, it shall be understood that Parent may convert the Company Options into options issued pursuant to an existing employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) to which Parent or Paying Agent shall deliver the items set forth in clauses any Subsidiary of Parent or any of their respective ERISA Affiliates (ias hereinafter defined) and is a party (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(ba “Parent Benefit Plan”), Parent or Paying Agent shall pay so long as such conversion satisfies the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions requirements of this Section 2.111.8(a) (excluding this proviso) and does not materially and adversely affect the holders of the Company Options taken as a whole. For purposes of this Agreement, the “Option Exchange Ratio” shall be the fraction having a numerator equal to the Per Share Merger Consideration Value and having a denominator equal to the Parent Share Value.

Company Options. (ai) No Company Options shall be assumed by Purchaser, and each such Company Option shall terminate at the Closing. (ii) Effective as of the Closing, each Company Option outstanding and unexercised as of immediately prior to the Closing, shall, whether vested or unvested as of immediately prior to the Closing, by virtue of the Transaction and without any action on the part of Purchaser, the Company, any Selling Securityholder, any Optionholder or any other Person (other than any notices required to be delivered pursuant to the terms of the Equity Plan or any consents required to be obtained), be automatically converted, without exercise, into the right to receive (A) with respect to each Company Option held by such Optionholder, the product obtained by multiplying (x) the excess, if any, of the Per Share Estimated Consideration over the per share exercise price applicable to the Shares subject to such Company Option by (y) the aggregate number of Shares subject to such Company Option (such amount being hereinafter referred to as the “Upfront Option Cash Out Amount”) plus (B) the portion, if any, of any Post-Closing Payments to which such Company Option is entitled pursuant to the terms of this Agreement. (iii) Purchaser shall pay (or cause to be paid) the Upfront Option Cash Out Amount, subject to Section 2.5 (Withholding), to the Optionholders within [***] Purchaser shall pay (or cause to be paid), subject to Section 2.5 (Withholding), any Post-Closing Payments payable with respect to such Company Options on the same schedule, and subject to the same terms and conditions, that apply to other Selling Securityholders under this Agreement with respect to their Company Capital Stock. (iv) Prior to the Effective TimeClosing, and subject to the review and reasonable approval by Purchaser, the Company shall take all actions necessary actionto effect the transactions anticipated by this Section 2.1(b) (Company Options) under the Equity Plan, all agreements for Company Options, and obtain the written consent (the “Option Consent”) of each holder any other plan or arrangement of the Company Options give effect (whether written or oral, formal or informal), including delivering all required notices, obtaining all necessary approvals and consents, and delivering evidence reasonably satisfactory to Purchaser that all necessary determinations by the treatment Company’s Board of the Directors or applicable committee thereof to cash out vested and unvested Company Options as contemplated by Sections 2.6(a)(iv)in accordance with this Section 2.1(b) (Company Options) have been made. In addition, 2.6(a)(v) and 2.6(a)(vi). (b) 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 Closing, and submitted an Option Consent: (i) a letter of transmittal in customary form subject to review and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to reasonable approval by Purchaser, the Company (including provisions releasing shall take all claims against actions necessary to terminate 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 deemed exercise and cancellation Equity Plan, effective as of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Closing. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior Upon the terms and subject to the conditions set forth in this Agreement, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, with a per share exercise price less than the Company Per Share Merger Consideration (each, a “Cashed-Out Option”), shall take all necessary actionautomatically and without any action on the part of the holders thereof, and obtain be converted into the written consent right to receive an amount in cash equal to (i) the Per Share Merger Consideration less (ii) the exercise price of such Cashed-Out Option, multiplied by the number of Shares underlying such Cashed-Out Option (the “Option ConsentConsideration”) of each holder of ). As promptly as reasonably practicable following the Company Options give effect to Closing Date, but in no event later than the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly fifth Business Day immediately after the Effective Time, the Paying Agent will mail Surviving Company shall pay (or cause to be paid on its behalf) to each holder of a Cashed-Out Option, through the applicable entity’s payroll system, the aggregate Option Consideration (without interest) payable to such holder of a Cashed-Out Option pursuant to this Section 3.2(a). Such cash consideration shall be rounded down to the Persons who nearest cent, and the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company) shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Cashed-Out Options with respect to whom such amounts were record holders withheld by the Surviving Company (or such Person(s) making payment on behalf of Vested the Surviving Company). Each Company Options Option outstanding and unexercised immediately prior to the Effective Time and submitted an Option Consent: (i) with a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable per share exercise price greater than or equal to the Company (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 deemed exercise and cancellation Per Share Merger Consideration shall automatically be cancelled as of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth without any consideration payable in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11respect thereof.

Company Options. (ai) By virtue of the Merger and without any action on the part of the Company, Parent or Merger Sub or the holders of Company Options, each Company Option outstanding and unexercised immediately prior to the Effective Time shall be accelerated in full so that each such Company Option is fully vested and exercisable immediately prior to, but contingent upon, the Effective Time. At the Effective Time, each holder of an outstanding and unexercised Company Option with a per share exercise price less than the Per Share Common Stock Consideration (each, an “In-the-Money Option”) shall be eligible to receive the Option Consideration with respect to such In-the-Money Option, rounded down to the nearest whole cent or to the nearest whole share, as applicable, less applicable deductions and withholdings required by Law to be withheld in respect of such payment. Any such required withholdings may be satisfied by withholding a portion of the Cash Consideration payable with respect of such In-the-Money Option, or by a reduction in the number of Parent Common Shares delivered as the Stock Consideration payable with respect to such In-the-Money Option. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the holders of such In-the-Money Options to whom such amounts would otherwise have been paid. Parent shall cause the Surviving Corporation to pay any amounts withheld for withholding Taxes promptly to the appropriate Governmental Authority on behalf of such holder of In-the-Money Options. The Option Consideration shall be payable to each holder of an In-the-Money Option in a lump sum within thirty (30) days after the Effective Time and shall not be subject to the deferred payment provisions of Section 2.6(a) or Article VII. Each Company Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Common Stock Consideration shall automatically be cancelled as of the Effective Time without any consideration payable in respect thereof. (ii) Conditional upon the Closing, each Company Option shall be cancelled and terminated as of the Effective Time in accordance with the Company Option Plan, and no holder of any such Company Option or participant in the Company Option Plan shall have any rights thereafter with respect thereto except as expressly provided in this Section 2.7(c). Prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of provide notice to each holder of the an outstanding Company Options give effect to Option describing the treatment of the such Company Options as contemplated by Sections 2.6(a)(ivOption in accordance with Section 2.7(c)(i), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after . Prior to the Effective Time, the Paying Agent will mail Company Board shall adopt any resolutions and take any actions which are necessary to effectuate this Section 2.7(c). Conditional upon the Persons who were record holders of Vested Closing, the Company Options immediately prior to the Effective Time and submitted an Option Consent: shall (i) a letter take all appropriate or necessary steps to effect the termination of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against Option Plan as of the Company and its officers and directors and all rights to the Company Options and the Company capital stock); Effective Time, and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option take all actions necessary so that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to following the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest there shall be paid or will accrue on any cash payable to such former holder of Vested no outstanding Company Option pursuant to the provisions of this Section 2.11Options.

Company Options. (ai) No Company Options (whether vested or unvested) shall be assumed by Parent, Merger Sub or the Surviving Corporation. (ii) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Optionholders, upon the terms and subject to the conditions set forth in this Section 2.7 and throughout this Agreement, each outstanding (as of immediately prior to the Effective Time) Vested Company Option shall be terminated and canceled and converted into the right to receive, for each Vested Company Option Share, (1) the Common Closing Amount Per Share for such share, (2) the right to receive upon release from Escrow and subject to Article VIII, the Common Escrow Amount Per Share for such share and (3) the right to receive upon release from the Securityholder Representative Expense Fund and subject to Article VIII, the Common Expense Amount Per Share for such share (collectively, the “Option Merger Consideration”). The payment of the Option Merger Consideration shall be subject to reduction for applicable Tax withholding. Notwithstanding anything in this Section 2.7(c)(ii) to the contrary, in the event that the exercise price of any Vested Company Option is equal to or greater than the Per Share Participation Consideration, such Vested Company Option shall be canceled, no payment shall be required with respect thereto and such Vested Company Option shall have no further force or effect. From and after the Effective Time, each Vested Company Option that is terminated and canceled and converted into the right to receive the Option Merger Consideration by virtue of the Merger pursuant to this Section 2.7(c)(ii) shall no longer be outstanding and shall cease to have any rights with respect thereto other than the right to receive, upon the terms and subject to the conditions set forth in this Agreement, that portion of the Option Merger Consideration payable pursuant to this Section 2.7(c)(ii) (less applicable Tax withholding). (iii) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Optionholders, upon the terms and subject to the conditions set forth in this Section 2.7 and throughout this Agreement, each outstanding (as of immediately prior to the Effective Time) Unvested Company Option shall be terminated and canceled without payment of any consideration therefor, and the holder of such Unvested Company Option shall have no further rights with respect thereto. (iv) Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary action, or appropriate to effect the transactions anticipated by this Section 2.7(c) under the Company Stock Plan and obtain the written consent (the “all Company Option Consent”) of each holder agreements and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all notices required thereby and obtaining any required consents. The Company Stock Plan (including any sub‑plans thereof) and any other equity or equity-based compensation plans will be terminated as of the Closing. As soon as practicable following the execution of this Agreement, the Company shall mail to each person who is a holder of Company Options give effect to a letter describing the treatment of the such Company Options as contemplated by Sections 2.6(a)(iv)and, 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after in the Effective Time, the Paying Agent will mail to the Persons who were record holders case of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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) Options, providing instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange obtaining payment for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option Options. Such letter and any materials delivered therewith to the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest Optionholders shall be paid or will accrue on any cash payable reasonably acceptable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Parent. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) Prior At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company (except as provided in Section 2.11(b)) or the holder of any Company Option, each Company Option that was outstanding and vested as of immediately prior to the Effective Time, including each Company Option that vests as a result of the Merger (each, a “Company Vested Option”), whether pursuant to the terms of a Company Plan or as determined by the Company Board prior to the Closing, shall take all necessary actionbe automatically canceled and converted into the right to receive (A) subject to compliance with the terms of Section 2.11(b), and obtain an amount in cash payable in respect of each such Company Vested Option pursuant to Section 2.13(a)(vi) equal to (1) Company Common Stock Per Share Closing Consideration minus (2) the written consent exercise price per share of such Company Vested Option (such amount in this clause (A), the “Company Vested Option ConsentPer Share Closing Consideration”), multiplied by (3) the number of each holder shares of Company Common Stock into which such Company Vested Option is exercisable as of immediately prior to the Effective Time; (B) a contingent right to receive, when and if required to be paid, an additional amount of cash, if any, required to be distributed in accordance with and subject to the terms and conditions of Section 2.16(c), Article VIII and the Escrow Agreement consisting of the Company Options give effect Vested Option Per Share Escrow Consideration; and (C) a contingent right to receive an Earn‑Out Payment, if any, in accordance with the Earn‑Out Agreement, in each case, without interest and less applicable withholding taxes as required by Law. Notwithstanding anything to the treatment of contrary contained in this Agreement, the Escrow Agreement or the Earn-Out Agreement, any payments made pursuant to this Agreement, the Escrow Agreement or the Earn-Out Agreement to the Company Options Vested Optionholders shall be treated as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi)compensation for Tax purposes. (bii) Promptly after At the Effective Time, by virtue of the Paying Agent will mail to Merger and without any further action on the Persons who were record holders part of Parent, Merger Sub, the Company or the holder of any Company Option, all Company Options, other than Company Vested Company Options Options, that are outstanding as of immediately prior to the Effective Time shall be cancelled, extinguished and submitted an terminated. (iii) For the avoidance of doubt, after the Effective Time, no Company Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may shall be reasonably required by the Paying Agent or Parent exercisable by the holder of a Vested Company Option that provided an Option Consent shall be entitled thereof for, or otherwise entitle the holder thereof to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6receive, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest (or any other equity security or other consideration), but shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant only entitle such holder to the provisions of payment (if any) described in this Section 2.112.11(a). (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior to At the Effective Time, the each Company shall take all necessary action, Option (or portion thereof) that is outstanding and obtain the written consent (the “Option Consent”) vested as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger and submitted 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 Option Consent: (i) a letter of transmittal amount in customary form and containing cash, without interest, with respect to each share underlying such provisions as Parent may reasonably specify and as are reasonably acceptable Cancelled Option, equal to the Company excess, if any, of the Merger Consideration over the per share exercise price of such Cancelled Option (including provisions releasing all claims against such amount being hereinafter referred to as the Company and its officers and directors and all rights “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, 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 Corporation, an amount in cash equal to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon If the delivery exercise price per share of a duly executed letter any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of transmittal and such other documents as may Parent (which is hereby given pursuant to this Agreement), be reasonably required by the Paying Agent or Parent by cancelled without any cash payment being made in respect thereof. The payment of Option Consideration to the holder of a Vested 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 that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11was granted. (cb) If within five years after 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 Parent receives (each, an “Assumed Option”). Each such Assumed Option Consent from a Person who was a record holder of a Vested shall be subject to substantially the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time, including the vesting schedule applicable thereto, except that (A) the number of shares of Parent Common Stock subject to each Assumed Option shall be equal to the product of (x) the number of shares of Company Common Stock underlying such unvested Assumed Option as of immediately prior to the Effective Time that had not submitted multiplied by (y) the Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). Each Assumed 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 Assumed Option Consent qualified as an incentive stock option prior to the Effective Time, Parent or Paying Agent and, further, that the assumption of Assumed Options pursuant to this Section 6.11(b) shall deliver be effected in a manner that satisfies the items set forth in clauses (i) requirements of Sections 409A and (ii424(a) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b)Code and the Treasury Regulations promulgated thereunder, Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of and this Section 2.116.11(b) will be construed consistent with this intent.

Company Options. Each outstanding, unexercised and vested Company Options or, as applicable, the vested portion of a Company Option with a per share exercise price less than the Per Share Merger Consideration (aeach an “In-the-Money Vested Company Option”) Prior shall, automatically and without any required action on the part of the holder thereof, be converted into the right to receive an amount in cash equal to the Effective Timeexcess of (i) the Per Share Merger Consideration over (ii) the exercise price of such In-the-Money Vested Company Option, multiplied by the number of Company shall take all necessary action, and obtain the written consent Shares underlying such In-the-Money Vested Company Option (the “Option ConsentConsideration”) of each holder of the ). Each vested Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) Option outstanding and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options unexercised immediately prior to the Effective Time and submitted an Option Consent: (i) with a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable per share exercise price greater than or equal to the Company (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 deemed exercise and cancellation Per Share Merger Consideration shall automatically be cancelled as of the associated Company Common Stock Effective Time without any consideration payable in exchange for Merger Option Considerationrespect thereof. Promptly upon On the delivery of a duly executed letter of transmittal and such other documents Closing Date, or as may be reasonably required by the Paying Agent or Parent by the promptly as practicable thereafter (but in no event later than five days thereafter), Acquisition shall pay to each holder of a an In-the-Money Vested Company Option that provided an the aggregate Option Consent shall be entitled Consideration payable to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of In-the-Money Vested Company Options pursuant to this Section 2.7(d). Such cash consideration shall be rounded down to the provisions nearest cent and Acquisition shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under the Code, the rules and regulations promulgated thereunder, or any other applicable Laws. To the extent that amounts are so withheld by Acquisition, such withheld amounts shall be treated for all purposes of this Section 2.11. (c) If within five years after Agreement as having been paid to the Effective Time Parent receives an Option Consent from a Person who was a record holder of a the In-the-Money Vested Company Option immediately prior Options with respect to whom such amounts were withheld by Acquisition. Notwithstanding anything contained herein to the Effective Time that had not submitted an Option Consent prior to the Effective Timecontrary, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger no Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former a holder of Vested Company Option pursuant to the provisions of this Section 2.11Principal Shares.

Company Options. (a) Prior to the Effective Time, the The Company shall will take all necessary action, and obtain the written consent (the “Option Consent”) of appropriate action so that each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions was outstanding as of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent whether vested or Paying Agent shall deliver unvested, will, at the items set forth Effective Time, be canceled in clauses exchange for the right of the holder of such Company Option to receive, subject to the terms and conditions of this Agreement: (1) payment in cash by the Company promptly following the Closing equal to (i) the product of (x) the excess of the Per Share Consideration over the per share exercise price of such Company Option, and (y) the number of shares of Company Common Stock that were subject to such Company Option (whether vested or unvested) as of immediately prior to the Effective Time, less (ii) of Section 2.11(b) such holder’s Option Pro Rata Portion (with respect only to such Person. If Company Option) of the Adjusted Escrow Amount, less (iii) such Person then complies holder’s Option Pro Rata Portion (with respect only to such Company Option) of the Adjusted SR Fund Amount, plus * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Securities and Exchange Commission. (2) such holder’s right to receive such holder’s Option Consideration Pro Rata Portion (with respect only to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable ) of the Closing Cash Distribution, if any, plus (3) such holder’s right to receive such holder’s Option Pro Rata Portion (with respect only to such former holder Company Option) of Vested Company Option pursuant any amounts released from the Escrow Account to the provisions Equityholders, plus (4) such holder’s right to receive such holder’s Option Pro Rata Portion (with respect only to such Company Option) of this Section 2.11any amounts released from the Stockholders’ Representatives Fund to the Equityholders, plus (5) such holder’s right to receive such holder’s Option Pro Rata Portion (with respect only to such Company Option) of the Contingent Consideration, if any.

Company Options. (a) Prior to the Effective Time, Parent and the Company shall take all actions necessary actionto provide that each outstanding option to purchase shares of Company Common Stock granted under any stock option plan, and obtain program or agreement to which the written consent Company or any of its subsidiaries is a party (collectively, the “Option Consent”"STOCK PLANS") of each holder to an individual listed in Section 3.4 of the Company Options give effect Disclosure Schedule (defined in Section 4.1(b)) ("MANAGEMENT OPTIONS") shall become fully vested and exercisable as of immediately prior to the treatment consummation of the Company Options Offer and shall become and represent, effective as contemplated by Sections 2.6(a)(ivof the consummation of the Offer, an option to acquire the number of shares of Parent Common Stock (a "PARENT MANAGEMENT OPTION"), 2.6(a)(vrounded up to the nearest whole share, determined by multiplying (i) the number of shares of Company Common Stock subject to such Management Option immediately prior to the consummation of the Offer by (ii) the Option Exchange Ratio (as hereinafter defined), at an exercise price per share of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of such Management Option divided by the Option Exchange Ratio; provided, however, that in the case of any Management Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code. Following the consummation of the Offer, each Parent Management Option shall be exercisable upon the same terms and 2.6(a)(vi)conditions as were applicable to the related Management Option immediately prior to the consummation of the Offer. The Option Exchange Ratio shall be the sum of the Exchange Ratio plus, in the event of a Cash Election, the number determined by dividing the amount of cash consideration per share of Company Common Stock that would be included in the Merger Consideration by the Average Parent Trading Price. (b) Promptly after the Effective TimeNotwithstanding Section 3.4(a), the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted upon an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent election by the holder of a Vested Management Option (made pursuant to a written notice to the Company not less than two days prior to the consummation of the Offer), such holder's Management Option that provided an Option Consent shall be entitled to receive canceled upon the consummation of the Offer and the holder shall receive, in exchange therefor consideration of such cancellation, an amount in cash payable as soon as practicable following the cash consideration that cancellation of such holder has the right to receive pursuant Management Option equal to the provisions product of Section 2.6(A) the excess, in full satisfaction if any, of all rights pertaining to (x) the Cancellation Price (as hereinafter defined) over (y) the per share exercise price of such Vested Company Management Option and multiplied by (B) the associated deemed number of shares of Company Common Stock associated with the deemed exercisesubject to such Management Option. No interest Any such payment shall be paid further reduced by any income tax or will accrue on any cash payable to holders employment tax withholding required under the Internal Revenue Code of Vested Company Options pursuant to 1986, as amended (the provisions of this Section 2.11"CODE"). The Cancellation Price shall be (x) the Option Exchange Ratio multiplied by (y) the Average Parent Trading Price. (c) If within five years after Parent and the Effective Time Company shall take all actions necessary to provide that each outstanding option, other than a Management Option, to purchase shares of Company Common Stock ("COMPANY Options") granted under a Company Option Plan shall become and represent, effective as of the consummation of the Offer, an option to acquire the number of shares of Parent receives an Option Consent from Common Stock (a Person who was a record holder "PARENT OPTION"), rounded up to the nearest whole share, determined by multiplying (i) the number of a Vested shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time consummation of the Offer by (ii) the Option Exchange Ratio, at an exercise price per share of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of such Company Option divided by the Option Exchange Ratio; provided, however, that had not submitted in the case of any Company Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code. After the consummation of the Offer, each Parent Option Consent shall be exercisable upon the same terms and conditions as were applicable to the related Company Option immediately prior to the Effective Timeconsummation of the Offer. (d) The Company and Parent agree that each of the Stock Plans and the stock option plans of Parent ("PARENT STOCK PLANS") shall be amended, to the extent necessary, to reflect the transactions contemplated by this Agreement, including, but not limited to the conversion of shares of Company Common Stock held or to be awarded or paid pursuant to such benefit plans, programs or arrangements into shares of Parent or Paying Agent Common Stock on a basis consistent with the transactions contemplated by this Agreement. (e) Parent shall deliver the items set forth in clauses (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to the benefit plans, programs and arrangements referred to in this Section 3.4, (ii) issue or cause to be issued the appropriate number of Section 2.11(bshares of Parent Common Stock pursuant to applicable plans, programs and arrangements, upon the exercise or maturation of rights existing thereunder on the Effective Time or thereafter granted or awarded, and (iii) to such Person. If such Person then complies as soon as practicable following the date of this Agreement (and in any event no later than the date of the consummation of the Offer), prepare and file with the remainder SEC and use its reasonable best efforts to have declared effective prior to consummation of the Offer a registration statement on Form S-8 (in respect of the Company's Amended and Restated 1996 Stock Option Plan and 1999 Employee Stock Option Plan) registering a number of shares of Parent Common Stock necessary to fulfill Parent's obligations under this Section 2.11(b)3.4 and covering the exercise of the Parent Options and Parent Management Options and the sale or other transfer of the shares of Parent Common Stock issued upon exercise of such options. Such registration statements shall be kept effective (and the current status of the prospectus required thereby shall be maintained) for at least as long as any Parent Option or Parent Management Option remains outstanding. (f) As soon as practicable after the consummation of the Offer, Parent shall deliver to the holders of Parent Options or Paying Agent shall pay the applicable Merger Option Consideration to Parent Management Options appropriate notices setting forth such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option holders' rights pursuant to the respective Stock Plans and the agreements evidencing the grants of such options and that such options and the related agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.4). (g) Notwithstanding the foregoing provisions of this Section 2.113.4, the Company's Amended and Restated Employee Stock Purchase Plan (the "ESPP") shall operate in accordance with its terms in connection with the Offer and the Merger. (h) Parent and the Company shall take all such steps as may be required to cause the transactions contemplated by this Section 3.4 and any other dispositions of equity securities of the Company (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Company Options. (a) At the Effective Time, each then outstanding and unexercised Company Option (whether vested or unvested) granted under any Company Equity Plan, shall be cancelled and each vested Company Option shall be converted into the right to receive an amount of cash equal to (i) the excess, if any, of (A) the Applicable Per Share Amount over (B) the per share exercise price of such Company Option, multiplied by (ii) the number of shares of Company Common Stock covered by such Company Option, less any required withholding Taxes imposed on the recipient of such payment with respect to such payment. The amount and timing of the payment of the cash amount will be based on the amount and timing of the determination of the Applicable Per Share Closing Amount, the Applicable Per Share Earnout Amount and the Applicable Per Share Working Capital Amount; provided, that such amounts shall be payable as and when amounts are payable to holders of Company Common Stock generally pursuant to Section 3.01 and Section 3.05. Notwithstanding the foregoing, each outstanding Company Option granted under any Company Equity Plan with a per share exercise price that is equal to or greater than the Applicable Per Share Amount and each unvested Company Option shall be cancelled effective as of the Effective Time and no payment with respect to such Company Option shall be made to the holder of such Company Option. From and after the Effective Time, each Company Option, whether vested or unvested, shall no longer represent the right to purchase shares of Company Common Stock, but shall represent only the nontransferable right to receive the cash payments, if any, pursuant to this Agreement. (b) Prior to the Effective Time, the Company shall take (or cause to be taken) any and all necessary action, and shall obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv)all such consents, 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by necessary to effect the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the foregoing provisions of this Section 2.11. (c) If within five years after 3.07, including by amending the Effective Time Parent receives an Option Consent from a Person who was a record applicable Company Equity Plans and entering into option termination agreements with each holder of Company Options in a Vested Company Option immediately prior form reasonably acceptable to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Parent.

Company Options. Each Company Option shall become fully vested and exercisable immediately prior to, but contingent upon, the Effective Time. Subject to Section 2.8 and Article VIII, each share of Common Stock underlying a Company Option (awhether vested or unvested) Prior that has not been exercised prior to the Effective TimeTime shall be canceled in consideration of payment to the holder thereof (each, an “Optionholder”) of (i) an amount equal to the Initial Per Share Calculation minus the exercise price per share of Common Stock subject to such Company Option, plus (ii) the Milestone Per Share Consideration, if any, attributable to such share of Common Stock underlying such Company Option, plus (iii) the portion of the Adjusted Net Closing Cash True-Up Amount, if any, attributable to such share, plus (iv) the Escrow Per Share Payment Amount, if any, attributable to such share of Common Stock underlying such Company Option, plus (v) the Shareholders’ Representative Expense Fund Per Share Payment Amount, if any, attributable to such share of Common Stock underlying such Company Option, plus (vi) the Revenue Sharing Per Share Consideration, if any, attributable to such share of Common Stock underlying such Company Option, in each case without interest (the “Option Payment”). Each Option Payment shall be adjusted for applicable withholding Taxes; provided, however, that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit D. The Option Payment shall constitute the sole consideration payable in respect of all canceled Company Options and no additional consideration shall be paid in respect of any canceled Company Options. The Company shall take all necessary actionactions, including providing any required notice to Optionholders or obtaining any required consents from Optionholders, necessary to effect the transactions described in this Section 2.7(d) and obtain the written consent (the “Option Consent”) of each holder of to terminate the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after Option Plan effective at 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. ​ (a) At the Effective Time, each Company Option, whether vested or unvested, shall be cancelled and shall only entitle the holder of such Company Option to receive from the Company an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Option multiplied by (ii) the amount, if any, that the product of the First Foundation Average Closing Price multiplied by the Exchange Ratio exceeds the exercise price per share of such Company Option, less any applicable Taxes required to be withheld with respect to such payment (such amount, the “Option Consideration”); provided that the Company may elect to fund the Option Consideration to be paid with respect to Company Options by funding the necessary amounts to the payroll processor of the Company or any of its Affiliates (the “Payroll Processor”) for payment by the Payroll Processor to the applicable holders of such Company Options. For the avoidance of doubt, any Company Option which has an exercise price per share of Company Common Stock that is greater than or equal to the product of the First Foundation Average Closing Price multiplied by the Exchange Ratio shall be cancelled at the Effective Time for no consideration or payment. (b) At least fifteen (15) days prior to the Closing Date and prior to any such payment, the Company shall obtain a written acknowledgement and waiver (in form and substance reasonably satisfactory to the Company and First Foundation) from each holder of a Company Option (i) confirming the number of Company Options held (and shares of Company Common Stock subject to such Company Options), (ii) confirming that the treatment of such Company Options pursuant to this Agreement and the amounts to be paid pursuant to this Agreement have been correctly calculated and (iii) acknowledging that in consideration for the cancellation of such Company Option, the holder agrees to accept the Option Consideration. The Company shall provide a copy of each such acknowledgement and waiver to First Foundation at least five (5) Business Days prior to the Closing Date. ​ ​ (c) Prior to the Effective Time, the Company Board shall adopt any necessary resolutions and take any actions necessary to (i) effectuate the provisions of Section 3.07(a) and 3.07(b), (ii) cause all necessary action, and obtain the written consent (the “Option Consent”) of each holder Company Options to vest in full as of the Company Options give effect Effective Time to the treatment extent permitted under the applicable Company Equity Plan and be terminated as of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 (iiiii) instructions for use in effecting the deemed exercise and cancellation terminate all of the associated Company Common Stock in exchange for Merger Option ConsiderationCompany’s equity incentive plans and ensure that no Person has any rights under such plans. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.​

Company Options. (a) Prior to At the Effective Time, Aspen shall assume the Company shall take all necessary actionEquity Incentive Plan and each Company Option, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv)whether vested or unvested, 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options that is outstanding immediately prior to the Effective Time and submitted an Option Consent: (i) shall, at the Effective Time, cease to represent a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed acquire shares of Company Common Stock associated with the deemed exercise. No interest and shall be paid or will accrue converted, at the Effective Time, into an option to purchase shares of Aspen Common Stock (an “Assumed Option”), on the same terms and conditions (including any cash payable to holders vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as of Vested Company Options pursuant immediately prior to the provisions of this Section 2.11. Effective Time, except for administrative or ministerial changes as determined by the Company Board (c) If within five years after or, following the Effective Time Parent receives an Time, the Aspen Board or compensation committee). The number of shares of Aspen Common Stock subject to each such Assumed Option Consent from a Person who was a record holder shall be equal to (i) the number of a Vested shares of Company Common Stock subject to the respective Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Aspen Common Stock, and such Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of the Company Common Stock otherwise purchasable pursuant to the respective Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, that had not submitted an in the case of any Company Option Consent to which Section 421 of the Code applies as of immediately prior to the Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Aspen 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 requirements of Section 424(a) of the Code; provided further, that in the case of any Assumed Option to which Section 409A of the Code applies as of the Effective Time, the exercise price, the number of shares of Aspen 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 requirements of Section 409A of the Code in order to avoid the imposition of any additional taxes thereunder. (b) The Company Board shall, prior to the Effective Time, Parent or Paying Agent take all actions necessary to effect the foregoing, and the Company shall deliver ensure that there will be no “single-trigger” accelerated vesting of any Company Options triggered at and as of the items set forth in clauses (i) and (ii) consummation of Section 2.11(b) to such Person. If such Person then complies with any of the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11transactions contemplated hereby.

Company Options. (a) Prior to At the Effective Time, by virtue of the Company Merger and without any action of any Party or any other Person (but subject to Section 2.1(c)(ii)), Parent shall take all necessary action, and obtain assume the written consent Stock Plan (the “Option ConsentAssumed Plan”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after . At the Effective Time, the Paying Agent will mail each outstanding option to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed purchase shares of Company Common Stock associated with (a “Company Option”) under the deemed exercise. No interest Stock Plan, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall be paid or will accrue on any cash payable converted into an option to holders purchase such number of Vested Company Options pursuant shares of Parent Common Stock determined in accordance with this Section 2.1(c) (each, an “Assumed Option”). Each holder of an Assumed Option shall also be considered an Earn-Out Holder for purposes of Section 2.8. Each Assumed Option shall represent an option to purchase a number of shares of Parent Common Stock at such exercise price, in each case, determined as follows and as set forth in the Allocation Statement: (A) The number of shares of Parent Common Stock eligible for purchase under the Assumed Option shall be equal to (rounded down to the provisions nearest whole number): (I) the number of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder shares of a Vested Company Common Stock subject to such Company Option immediately prior to the Effective Time that had not submitted an Time, multiplied by (II) the Exchange Ratio. (B) The exercise price shall be equal to (rounded up to the nearest whole cent): (I) the exercise price per share of Company Common Stock of such Company Option Consent immediately prior to the Effective Time, divided by (II) the Exchange Ratio. Notwithstanding the foregoing, in all cases, the exercise price and the number of shares of Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option Common Stock purchasable pursuant to the Assumed Options shall be determined in a manner consistent with the requirements of Section 409A of the Code. Additionally, in the case of any Company 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. Except as expressly provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Option immediately prior to the Effective Time. Notwithstanding the foregoing provisions of this Section 2.112.1(c), in the event the exercise price per share of a Company Option as in effect as of immediately prior to the Effective Time is greater than the Per Share Merger Consideration, such Company Option shall be cancelled at the Effective Time for no consideration, and each such holder of Company Options shall thereafter cease to have any rights with respect to such securities.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option multiplied by (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. (ii) With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company Options held by any such Person whose employment or engagement has not been terminated, or in respect of such employment or engagement no termination notice has been issued by the holder or the Company, as the case may be, to the other party, both as of the Effective Time, shall become vested at such time. (iii) Prior to the Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take all other actions that are necessary actionunder the Company Stock Plan and/or award agreements (including providing Company Optionholders with notice of their rights with respect to any such Company Options as provided herein and/or seeking such Company Optionholders’ consents, and obtain in each case to the written consent (extent required by the “Option Consent”) of each holder terms of the Company Options give effect Stock Plan or award agreements) to effectuate the treatment provisions of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vithis ‎Section 2.7(c). (biv) Promptly The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to ‎Section 2.7(c)(i) above shall be rounded to the nearest cent (agora) and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors Stock Plan shall terminate and all rights to under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation or any of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent its Subsidiaries shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11cancelled. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. Each Company Option shall become fully vested and exercisable immediately prior to, but contingent upon, the Merger 1 Effective Time. Subject to Section 2.9 and Article VIII, each share of Company Common Stock underlying a Company Option (awhether vested or unvested) Prior that has not been exercised prior to the Merger 1 Effective TimeTime shall be canceled in consideration of payment to the holder thereof (each, an “Optionholder”) of (i) the Per Share Common Cash Amount minus the product of the exercise price per share of Company Common Stock subject or related to such Company Option times the Cash Consideration Ratio, without interest, and (ii) the Per Share Common Stock Amount minus that number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) the product of the Stock Consideration Ratio times the exercise price per share of Company Common Stock subject or related to such Company Option held by such Optionholder as of immediately prior to the Merger 1 Effective Time (whether vested or unvested), by (y) the Parent Stock Price (the “Option Payment”). Each Option Payment shall be adjusted for applicable withholding Taxes which shall be paid from the cash portion of such Option Payment; provided, however, that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit A. The Option Payment shall constitute the sole consideration payable in respect of all canceled Company Options and no additional consideration shall be paid in respect of any canceled Company Options. The Company shall take all necessary actionactions, including providing any required notice to Optionholders or obtaining any required consents from Optionholders, necessary to effect the transactions described in this Section 2.8(d) and obtain the written consent (the “Option Consent”) of each holder of to terminate the Company Options give effect to Option Plan effective at the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Merger 1 Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior to At the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder by virtue of the Company Options give effect to Merger and without any action on the treatment part of any Party, all the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) that are issued and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled, shall cease to exist and submitted an Option Consent: (i) a letter of transmittal in customary form and containing shall no longer be outstanding and, upon such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery Optionholder’s execution of a duly executed letter Company Optionholder Letter of transmittal Transmittal, shall be converted into the right to receive (and upon such other documents as may be reasonably required by the Paying Agent or Parent by the holder of conversion pursuant to this Section 3.1(c)(iii) shall have no further rights with respect thereto): (A) With respect to each Company Optionholder who holds a Vested Company Option: (1) in the aggregate with respect to all such Vested Company Options held by such Company Optionholder, the Company Optionholder Vested Company Option that provided Merger Consideration, (2) a portion of the distributions equal to such Company Optionholder’s respective Pro Rata Percentage of the Equityholder Representative Expense Account (if any), and (3) any cash in lieu of any fractional share (clauses (1) through (3) collectively, the “Total Individual Company Optionholder Vested Company Option Merger Consideration”); and (B) With respect to each Company Optionholder who holds an Unvested Company Option, (1) in the aggregate with respect to all such Unvested Company Options held by such Company Optionholder, the Company Optionholder Unvested Company Option Consent Merger Consideration, and (2) a portion of the distributions equal to such Company Optionholder’s respective Pro Rata Percentage of the Equityholder Representative Expense Account (if any) in respect of the Unvested Company Options (clauses (1) and (2), together, the “Total Individual Company Optionholder Unvested Company Option Merger Consideration”). The Restricted Share Units and Company Optionholder Restricted Stock Consideration Attributable to Unvested Company Options delivered in accordance with this Section 3.1(c)(iii)(B) shall be subject to the same vesting terms as were applicable to the corresponding Company Options to which they relate, with shares subject to such Restricted Share Units settled on the later to occur of (x) the first Business Day following applicable vesting date, and (y) the expiration of any restrictions on transferability applicable to such shares; provided, that, notwithstanding the foregoing, shares subject to such Restricted Share Units shall be settled no later than two and one-half (2½) months following the last day of the fiscal year in which such vesting date occurs. For the avoidance of doubt, in no event will any Company Optionholder be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Class A Common Stock associated with the deemed exercise. No interest shall be paid Consideration or will accrue on Company Optionholder Cash Consideration in respect of any cash payable to holders of Vested Unvested Company Options pursuant to the provisions of this Section 2.11Options. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. On the terms and subject to the conditions set forth in this Agreement, and without any action on the part of any Company Optionholder: (i) At the Effective Time, each then-outstanding Company Option granted under any Company Equity Plan shall, by virtue of the Merger: (1) in the case of any vested Company Option that is then-exercisable for an exercise price less than the Per Share Merger Consideration (any such Company Option, an “In-the-Money Option”), without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled and converted into the right to receive by the holder of such Company Option, an amount of cash and Acquirer Parent Common Shares equal to the amount, if any, by which (A) the Per Share Merger Consideration in respect of all Company Shares underlying such In-the-Money Options exceeds (B) the aggregate exercise price for all such In-the-Money Options (such payment to be net of Tax withholdings) (the “Options Cancellation Payment”). The Options Cancellation Payment shall be paid as follows: (i) an amount of cash equal to the Cash Consideration Percentage of the Options Cancellation Payment, less such holder of Company Option’s Adjustment Escrow Per Share Amount, (ii) a number of Acquirer Parent Common Shares equal to the quotient obtained by dividing (A) the Stock Consideration Percentage of the Options Cancellation Payment by (B) the Acquirer Parent Share Price, and (iii) the right to receive, with respect to each In-the-Money Option, any cash disbursements that may become payable in the future with respect to such holder’s In-the-Money Options from the Adjustment Escrow Amount, or the Acquirer pursuant to Section ‎1.11(d)(ii), in accordance with the terms of this Agreement and the Escrow Agreement; provided, that, (x) in the event of a Private Company Closing or (y) with respect to any holder of In-the-Money Options who is neither an accredited investor nor a current employee of the Company or its Subsidiaries at the time of Closing, at the option of Acquirer, in each case, the applicable Options Cancellation Payment shall instead be payable 100% in cash. The amount of cash that each holder of In-the-Money Options is entitled to receive for such In-the-Money Options shall be rounded down to the nearest cent and computed after aggregating cash amounts for all In-the-Money Options held by such holders and will be subject to any applicable payroll, income Tax or other withholding Taxes on the entire Options Cancellation Payment payable to such holder pursuant to this Section ‎1.2(b)‎(i)‎(1); (2) each unvested In-the-Money Option that has been issued to an employee of the Company who has signed a Company Award Holder Consent prior to the Effective Time and who is an employee of the Company as of immediately prior to the Effective Time, which is outstanding and unexercised immediately prior to the Effective Time, other than any such Options granted as part of the 2019 Option Grants (a “Rollover Option”) shall, without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled and substituted with an option to acquire, on the terms and conditions of the Acquirer Parent Plan and as provided herein, the number of Acquirer Parent Common Shares, rounded down to the nearest whole share, determined by multiplying the number of shares of Company Common Stock issuable upon the exercise in full of such Company Option as of immediately prior to the Effective Time by a fraction, the numerator of which shall be the Per Share Merger Consideration, and the denominator of which shall be equal to the Acquirer Parent Share Price (the “Option Exchange Ratio”), at an exercise price per Acquirer Parent Common Share equal to the quotient obtained by dividing (x) the per share exercise price of such Company Option, by (y) the Option Exchange Ratio, rounded up to the nearest whole cent; in each case, provided that (a) the vesting terms of each Rollover Option shall be governed by the same vesting schedule, as were applicable immediately prior to the Effective Time to the unvested In-the-Money Option that such Rollover Option substitutes, other than Rollover Options granted to Holdback Participants whose Holdback Agreements provide for a longer vesting schedule, in which case the vesting terms of such Rollover Options shall be amended, such that the Rollover Options will vest on the same vesting schedule as such Holdback Participant’s Holdback Amount, (b) in the case of any Rollover Option that includes in its terms an early exercise or vesting acceleration feature, as a condition to the assumption by Acquirer Parent of such Rollover Option, the holder thereto will, prior to the Effective Time, enter into an agreement in a form acceptable to Acquirer to waive the early exercise and vesting acceleration provisions of such Rollover Option and (c) at the option of Acquirer, any Rollover Option held by a Person who is neither an accredited investor nor a current employee of the Company or its Subsidiaries at the time of Closing may instead be accelerated such that it shall be treated as a vested In-the-Money Option and will be cancelled in exchange for the payment of the Options Cancellation Payment in cash. The cancellation and substitution of Company Options provided for in this Section ‎1.2(b)(i)(2) will be effected in a manner that is intended to satisfy the requirements of Sections 409A and 424(a) of the Code and the proposed and final Treasury Regulations thereunder, including specifically effectuating the conversion pursuant to the Spread and Ratio Test and in accordance with the practical and regulatory requirements under Treas. Reg. Section 1.424-1; and (3) each unvested In-the-Money Option that was granted as part of the 2019 Option Grants shall, without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be cancelled and extinguished at the Effective Time (the “Cancelled 2019 Options”)in exchange for the right to be granted, on the terms and conditions of the Acquirer Parent Plan and as provided herein, subject to such holder’s continued employment with the Company or an Affiliate, a number of Acquirer Parent RSUs equal to the quotient of (a) the product of (x) the number of shares of Company Common Stock issuable upon the exercise in full of all Cancelled 2019 Options held by such holder as of immediately prior to the Effective Time multiplied by (y) the difference between (i) the Per Share Merger Consideration and (ii) the per share exercise price of the Cancelled 2019 Options, divided by (b) the Acquirer Parent Share Price, rounded down to the nearest whole number of Acquirer Parent RSUs; provided, that, (x) in the event of a Private Company Closing or (y) with respect to any unvested In-the-Money Option that was granted as part of the 2019 Option Grants held by a Person who is neither an accredited investor nor a current employee of the Company or its Subsidiaries at the time of Closing, at the option of Acquirer, in each case, shall instead be accelerated such that it shall be treated as a vested In-the-Money Option and will be cancelled in exchange for the payment of the Options Cancellation Payment in cash. The vesting terms of such Acquirer Parent RSUs shall be governed by the same vesting schedule, as was applicable immediately prior to the Effective Time to the applicable Cancelled 2019 Options, other than Acquirer Parent RSUs granted to Holdback Participants whose Holdback Agreements provide for a longer vesting schedule, in which case such Acquirer Parent RSUs shall vest on the same vesting schedule as such Holdback Participant’s Holdback Amount; and (4) in the case of all other Company Options, be cancelled and extinguished at the Effective Time without payment of any consideration and without any present or future right to receive any portion of the Merger Consideration. (ii) Prior to the Effective Time, the Company shall take all action necessary actionto effect the treatment of Company Options provided for under this ‎Section 1.2(b) under the Company Equity Plan, all Contracts governing the terms of all Company Options and obtain under any other plan or arrangement to which the written Company is a party or by which the Company may be bound, including by giving any required notice and obtaining any required consent (the “Option Consent”) of contemplated thereby and causing each holder of the Company Options give effect to sign a Company Award Holder Consent. The Company shall not send any notices to any holders of Company Options, or solicit any consents or other approvals from the treatment holders of the any Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(vunless and until the Acquirer has reviewed and approved all notices and related documentation (including any email messages and notifications) and 2.6(a)(vito be sent to such holders of Company Options in connection therewith (which approval shall not be unreasonably withheld or delayed). (b) 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 and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior to Effective as of the Effective Time, Parent shall assume the Company Option Plan and each Company Option that is outstanding as of the Effective Time (each, an “Assumed Company Option”) together with the option agreement representing each such Assumed Company Option; provided, that (i) each Assumed Company Option shall take all necessary actionthereafter be exercisable for such number of shares of Parent Common Stock as equals the number of shares of Company Common Stock subject to such Assumed Company Option multiplied by the Option Exchange Ratio (rounded down to the nearest whole number), (ii) each such Assumed Company Option shall be and obtain become exercisable only as provided in the written consent applicable Option Reset Agreement and (iii) the exercise price per share of each such Assumed Company Option shall be equal to the exercise price per share set forth in the option agreement for such Assumed Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). For the avoidance of doubt, the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Code. The Company and the administrator of the Company Option Plan (the “Option ConsentAdministrator”) of shall each holder use its commercially reasonable efforts to cause (i) the Company Option Plan to be duly amended to the extent required to permit the assumption of the Company Options give effect to the treatment of the Assumed Company Options as contemplated by Sections 2.6(a)(ivthis Section 6.14; (ii) the Company Option Plan and all Company Options that are issued and outstanding as of the Effective Time to be assumed by Parent on the terms and conditions set forth in this Section 6.14; and (iii) each holder of an Assumed Company Option to execute an Option Reset Agreement in the form attached hereto as Exhibit E (“Option Reset Agreement”). The holders of Company Options have been or will be properly given by the Company, 2.6(a)(v) or shall have properly waived, any required notice prior to the Merger. The Company and 2.6(a)(vi). (b) Promptly the 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 Paying Agent will mail to the Persons who were record holders of Vested Company Option Plan, and (y) outstanding Company Options immediately prior cannot be repriced. Parent shall take all corporate action necessary to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to reserve for issuance under the Company (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 Option Plan a sufficient number of shares of Parent Common Stock for use in effecting the deemed delivery upon exercise and cancellation of the associated Assumed Company Common Stock in exchange for Merger Option ConsiderationOptions. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled Subject to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6applicable Law, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years 90 days after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent shall file a registration statement on Form S-8 (or Paying Agent any successor form) or another appropriate form with respect to the shares of Parent Common Stock subject to the Assumed Company Options and shall deliver use commercially reasonable efforts at least equivalent to those used in maintaining the items set forth in clauses (i) and (ii) effectiveness of Section 2.11(b) Parent’s other registration statements on Form S-8 to such Person. If such Person then complies with maintain the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder effectiveness of such Vested registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Options remain outstanding.

Company Options. (ai) Prior Subject to each holder of an In-the-Money Option executing an assumption agreement within 90 days following the Effective Time substantially in the form attached as Exhibit G hereto (the “Assumption Agreements”), pursuant to which, among other things, such holders of Company Options shall have acknowledged Parent’s assumption of such Company Options and agreed to certain restrictions on the transfer of the shares of Parent Common Stock issuable to them upon the exercise of such assumed In-the-Money Options, each outstanding In-the-Money Option granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2009 Equity Incentive Plan (the “Company Stock Plans”) shall be deemed assumed by Parent at the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) from and 2.6(a)(vi). (b) 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 and submitted an Option Consent: (i) a letter each outstanding In-the-Money Company Option shall entitle the holder thereof to acquire the number of transmittal in customary form and containing such provisions as shares of Parent may reasonably specify and as are reasonably acceptable Common Stock (rounded up to the Company nearest whole number) determined by multiplying (including provisions releasing all claims against A) 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 deemed exercise and cancellation number of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable subject to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested such Company Option immediately prior to the Effective Time by (B) the Option Exchange Ratio; (ii) the exercise price per share of Parent Common Stock subject to such assumed Company Options at and after the Effective Time shall be an amount (rounded up to the nearest one-hundredth of a cent) equal to (A) the exercise price per share of Company Common Stock subject to such Company Option prior to the Effective Time divided by (B) the Option Exchange Ratio; and (iii) from and after the Effective Time, Parent and its compensation committee shall be substituted for the Company and the compensation committee of the Company Board administering such Company Stock Plans; provided, however, that had any outstanding In-the-Money Option that is not submitted subject to a validly executed and delivered Assumption Agreement at the end of the 90 day period following the Effective Time shall be automatically, without any further act on the part of Parent, cancelled and shall thereafter cease to exist (it being understood and agreed that there shall be no recalculation of the allocations of the Merger Consideration pursuant to Section 2.7 in the event of any cancellation of a Company Option pursuant to this proviso). In addition, each Company Stock Plan shall be deemed assumed by Parent at the Effective Time. Within thirty (30) Business Days after the Effective Time, Parent shall use its commercially reasonable efforts to cause the shares of Parent Common Stock subject to assumed Company Options to be covered by an effective registration statement on Form S-8 (or any successor form) or another appropriate form. Furthermore, Parent shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as assumed Options remain outstanding. (ii) Other than as provided in Section 2.7(b)(i) above, each assumed Company Option Consent shall be subject to the same vesting schedule and other terms and conditions as in effect immediately prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses . (iiii) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Each outstanding Out-of-the-Money Option Consideration to such former holder of such Vested Company Option. No interest shall be paid cancelled effective as of the Effective Time and shall cease to exist, and no consideration shall be delivered or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11deliverable in exchange therefor.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option whether vested or unvested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Ordinary Share for such Company Option and (ii) the total number of shares underlying such Company Option (the "Option Consideration"), less applicable Taxes required to be withheld with respect to such payment pursuant to Section 2.6. From and after the Effective Date, all Company Options shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Ordinary Share for any Company Option is equal to or greater than the Merger Consideration (an "Underwater Option"), such Underwater Option shall be canceled without payment of consideration. (ii) Prior to the Effective Time, the Company shall take all action that may be reasonably necessary action, and obtain the written consent (the “Option Consent”) of each holder of under the Company Options give effect Equity Incentive Plans and otherwise, including providing Company Optionholders with notice of their rights with respect to the treatment of the any such Company Options as contemplated by Sections 2.6(a)(iv)provided herein and/or obtaining such Company Optionholders' consents, 2.6(a)(vto the extent required, and including providing the holders of Underwater Options notice of their right to exercise their Underwater Options in accordance with the Company Equity Incentive Plans) to effectuate the provisions of this Section 1.7(c) and 2.6(a)(vi). (b) Promptly to ensure that, from and after the Effective Time, the Paying Agent will mail Company Optionholders have no rights with respect thereto other than those specifically provided in this Section 1.7(c). (iii) The amount of cash each Company Optionholder is entitled to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to receive for the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and held by such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant rounded to the provisions of Section 2.6, in full satisfaction of nearest cent and computed after aggregating cash amounts for all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11held by such holder. (civ) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder As of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent the Company Equity Incentive Plans shall terminate and all rights under any provision of any other plan, program or Paying Agent shall deliver arrangement providing for the items set forth issuance or grant of any other interest in clauses (i) and (ii) respect of Section 2.11(b) to such Person. If such Person then complies with the remainder share capital of Section 2.11(b), Parent the Company or Paying Agent shall pay the applicable Merger Option Consideration to such former holder any of such Vested Company Option. No interest its Subsidiaries shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11cancelled.

Company Options. (a) Prior to the Effective Time, the Each Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options that is outstanding immediately prior to the Second Merger Effective Time Time, and submitted an Option Consent: (i) held by a letter then-current employee, consultant or director of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company or any of its Subsidiaries (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 (iieach, a “Continuing Employee Option”) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has converted into the right to receive pursuant an option, granted in substitution of each such Company Option under the Incentive Equity Plan, to purchase PubCo Ordinary Shares (each a “PubCo Substitute Option”) upon substantially the provisions of Section 2.6, same terms and conditions as are in full satisfaction of all rights pertaining effect with respect to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Second Merger Effective Time Time, including with respect to vesting and termination-related terms, conditions and provisions, except that had not submitted an (a) such PubCo Substitute Option Consent shall provide the right to purchase that whole number of PubCo Ordinary Shares (rounded down to the nearest whole share) equal to the number of Company Ordinary Shares subject to such Company Option, multiplied by the Company Exchange Ratio, and (b) the exercise price per share for each such PubCo Substitute Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Second Merger Effective Time, Parent divided by the Company Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Sections 1.424-1, such that such substitution will not constitute a “modification” of such Company Options for purposes of Section 409A or Paying Agent Section 424 of the Code. As of the Second Merger Effective Time, each Company Option that is not a Continuing Employee Option shall deliver be cancelled, and each holder of any Company Options shall cease to have any rights with respect to such Company Options (other than the items set forth right to receive the PubCo Substitute Options in clauses accordance with the preceding sentence). The Company, the Company Board, and the compensation committee, as applicable, shall adopt any resolutions and take any other necessary actions, effective as of immediately prior to the Second Merger Effective Time, in order to (i) terminate the Company Incentive Plans (including any remaining share reserve under such Company Incentive Plans) and provide that shares in respect of Company Options that for any reason become re-eligible for future issuance, shall be cancelled, and (ii) of Section 2.11(b) to such Person. If such Person then complies with provide that no new Company Options will be granted under the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Incentive Plans.

Company Options. (a) Prior to At the Effective Time, the each Company shall take all necessary action, Option (or portion thereof) that is outstanding and obtain the written consent (the “Option Consent”) vested as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) 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 vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger and submitted 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 Option Consent: (i) a letter of transmittal amount in customary form and containing cash, without interest, with respect to each share underlying such provisions as Parent may reasonably specify and as are reasonably acceptable Cancelled Option, equal to the Company excess, if any, of the Merger Consideration over the per share exercise price of such Cancelled Option (including provisions releasing all claims against such amount being hereinafter referred to as the Company and its officers and directors and all rights “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, 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 Corporation, an amount in cash equal to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon If the delivery exercise price per share of a duly executed letter any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of transmittal and such other documents as may Parent (which is hereby given pursuant to this Agreement), be reasonably required by the Paying Agent or Parent by cancelled without any cash payment being made in respect thereof. The payment of Option Consideration to the holder of a Vested 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 that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11was granted. (cb) If within five years after 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 Parent receives (each, an “Assumed Option”). Each such Assumed Option Consent from a Person who was a record holder of a Vested shall be subject to substantially the same terms and conditions as applied to the related Company Option immediately prior to the Effective Time Time, including the vesting schedule applicable thereto, except that had not submitted an (A) the number of shares of Parent Common Stock subject to each Assumed Option Consent shall be equal to the product of (x) the number of shares of Company Common Stock underlying such unvested Assumed Option as of immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (with the resulting number rounded down to the nearest whole share), and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Assumed Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). Each Assumed 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 Assumed Option qualified as an incentive stock option prior to 66 the Effective Time, Parent or Paying Agent and, further, that the assumption of Assumed Options pursuant to this Section 6.11(b) shall deliver be effected in a manner that satisfies the items set forth in clauses (i) requirements of Sections 409A and (ii424(a) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b)Code and the Treasury Regulations promulgated thereunder, Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of and this Section 2.116.11(b) will be construed consistent with this intent.

Company Options. Except as set forth on Section 2.4 of the Company Disclosure Letter: (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof administering the Stock Plans) shall adopt such resolutions or take such other actions as may be required to provide that each Option outstanding at the applicable time described below (i) issued under either the 1998 Stock Option Plan, as amended, or the 1999 Stock Incentive Plan (whether or not then vested or exercisable) shall be fully vested and exercisable no less than 30 days prior to the Effective Time and (ii) issued under the 2005 Incentive Plan that, under the terms of the 2005 Incentive Plan and the applicable Option agreement, will vest prior to the Effective Time shall be exercisable prior to the Effective Time. To the extent that an Option issued under the 1998 Stock Option Plan, as amended, or the 1999 Stock Incentive Plan that is vested and exercisable pursuant to the terms of this Section 2.4 or under the terms of the applicable Option Plan and the applicable Option agreement is not exercised prior to the Effective Time, such Option shall be cancelled and terminated, and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to the Option. If the Option Consideration shall be zero or a negative number, the Option shall be cancelled and terminated and no such cash payment shall be due and owing. Except as otherwise provided below, any Option Consideration due and owing shall be paid by Parent and the Surviving Corporation as soon after the Closing Date as shall be practicable and in any event, within three Business Days following the Effective Time. Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any 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. (b) Each Option issued under the 2005 Incentive Plan that is vested under the terms of the 2005 Incentive Plan and the applicable Option agreement but is not exercised prior to the Effective Time, shall be cancelled and terminated at the Effective Time and the holder of such cancelled and terminated Option shall receive as of the Effective Time a vested option to purchase shares of Parent (the “Substituted Vested Option”). Each Option issued under the 2005 Incentive Plan that, under the terms of the 2005 Incentive Plan and the applicable Option agreement, will not vest prior to the Effective Time shall be cancelled and terminated at the Effective Time and the holder of such cancelled and terminated Option shall receive as of the Effective Time an unvested option to purchase shares of Parent (the “Substituted Unvested Option"). A Substituted Unvested Option will vest on the same schedule as the corresponding Option under the 2005 Incentive Plan that was cancelled and terminated in exchange for such Substituted Unvested Option. However, a Substituted Unvested Option may be subject to accelerated vesting under the terms of an option holder’s employment or change in control agreement with Parent or the Surviving Corporation, as the case may be. For the avoidance of doubt, the exercise price and number of shares subject to the Substituted Vested Option and the Substituted Unvested Option shall be determined in a manner consistent with the objective that the substitution or assumption of Options satisfy the requirements of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). The Surviving Corporation and its Affiliates shall treat the Substituted Vested Options and the Substituted Unvested Options for tax reporting and withholding purposes in accordance with the regulations and other applicable guidance under Section 409A of the Code. (c) Prior to the Effective Time, the Company shall use reasonable best efforts to make any amendments to the terms of the Stock Plans and obtain any consents from holders of Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.4 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Option until any necessary consents are obtained. Prior to the Effective Time, the Company shall take all actions necessary actionto terminate all its Stock Plans, and obtain such termination to be effective at or before the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi)Effective Time. (bd) Promptly after For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to (i) the Effective TimeMerger Consideration per share of Company Common Stock less (ii) the exercise price payable in respect of each share of Company Common Stock issuable under such Option; “Options” means any option granted, the Paying Agent will mail to the Persons who were record holders of Vested Company Options and, immediately prior to before the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable not exercised, expired or terminated, to the Company (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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed purchase shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Stock Plans; and “Stock Plans” means the Company’s 1998 Stock Option Plan, as amended, 1999 Stock Incentive Plan and 2005 Incentive Plan. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) Prior Subject to Section 1.11(b), Section 1.15(c)(iii) and Section 10.1(c), effective as of the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “each Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options that is outstanding immediately prior to the Effective Time (whether or not then currently vested), shall be, by virtue of the Merger and submitted an without any action on the part of the holder thereof, converted into the right to receive, with respect to each share of Company Common Stock underlying such Option, as set forth in the Consideration Spreadsheet, (x) the Closing Waterfall Common Stock Per Share Amount minus (y) the quotient of the per share exercise price of such Option Consent: divided by the Parent Share Price, rounded down to the nearest whole number of Merger Shares (iwhich shall not be less than zero (0)), subject to withholding as provided in Section 1.12; provided, however, that notwithstanding anything to the contrary herein, no portion of the Merger Consideration shall be payable to any holder of any such Option unless and until such holder shall have executed and delivered to Purchaser (A) a letter of transmittal in customary form Surrender Agreement and containing such provisions as Parent may reasonably specify and as are reasonably acceptable (B) if Optionholder is a party to the Voting Agreement, a Joinder Agreement. Upon the conversion and cancellation of any Options pursuant to this Section 1.8(a)(i), such Option shall no longer represent the right to acquire any shares of Company (including provisions releasing all claims against Common Stock, but shall entitle the Company and its officers and directors and all rights holder thereof to receive only the Company Options and the Company capital stockconsideration payable in respect thereof pursuant to this Section 1.8(a)(i); and . (ii) instructions for use in effecting As promptly as practicable following the deemed exercise later of (A) the Effective Time and cancellation of (B) Purchaser’s receipt from the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery Optionholder of a duly executed letter Surrender Agreement and, if the Optionholder is a party to the Voting Agreement, Joinder Agreement, Purchaser shall pay to such Optionholder the portion of transmittal and the Merger Consideration payable to such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive Optionholder pursuant to the provisions of this Section 2.61.8, subject to any applicable withholding as provided in Section 1.12, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated accordance with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Consideration Spreadsheet. (ciii) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent shall, prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth take all actions reasonably necessary in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies connection with the remainder treatment of Options contemplated by this Section 2.11(b)1.8. Company shall also use commercially reasonable efforts prior to the Effective Time to obtain a Surrender Agreement and Joinder Agreement, Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest which shall be paid or will accrue on any cash payable to such former holder effective as of Vested Company Option pursuant to the provisions of this Section 2.11Effective Time, duly executed by each Key Service Provider who is an Optionholder.

Company Options. As of the Effective Time, each stock option (a“Company Options”) granted pursuant to the Networks in Motion 2005 Stock Incentive Plan (the “Company Plan”) shall terminate by virtue of the Merger and each holder of a Company Option shall cease to have any rights with respect thereto, other than as described in this Section 2.7(e). The Company has amended the Company Plan to provide for certain Company Options to be cashed-out and terminated prior to the Effective Time (“Cash-Out Options”) and for the holders of such Cash-Out Options to receive Cash-Out Option Payments promptly following the Effective Time and Cash-Out Escrow Payments, if any, pursuant to the Escrow Agreement. Immediately prior to the Effective Time (i) Company Options that are not Cash-Out Options (whether or not then vested) shall vest, and (ii) each holder of Company Options that are not Cash-Out Options shall be deemed to have exchanged all such holder’s Company Options for the right to receive the Option Merger Consideration, subject to the same adjustments applicable to holders of Company Common Stock receiving the Merger Consideration. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation or the Paying Agent will be treated for all purposes of this Agreement as having been paid to the holder of Cash-Out Options or Company Options in respect of whom such deduction and withholding was made. If the exercise price per share of any such Company Option is equal to or greater than the aggregate consideration payable to holder of a Company Option at the Closing, such Company Option shall be canceled without any payment being made in respect thereof. Prior to the Effective Time, the Company shall take all necessary actionactions required by the Company Plan under which such Company Options were granted to cause such Company Plan and all Company Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and obtain resolutions and obtaining any required consents, without paying any consideration or incurring any debts or obligations on behalf of the written consent Company or the Surviving Corporation. Not later than the time at which the Company gives notice of the Merger and the transactions contemplated by this Agreement to Company Stockholders, the Company shall notify each holder of Company Options, in writing, of the proposed Merger and the transactions contemplated by this Agreement (the “Option ConsentHolder Notice”) of each holder ). The Option Holder Notice shall apprise the holders of the Company Options give effect (i) of the proposed amendment to the treatment Company Plan and (A) which holders will be entitled to the Cash-Out Option Payment and Cash-Out Escrow Payments, if any, and (B) which holders will be entitled to the Option Merger Consideration, (ii) that the holders of the such Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent that are not Cash-Out Options will mail be deemed to the Persons who were record holders of Vested have exchanged all such holder’s Company Options immediately prior to the Effective Time for the Option Merger Consideration, and submitted an Option Consent: (iiii) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing that 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 deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after terminate at the Effective Time and no longer be outstanding. At the Closing, Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior shall deliver to the Effective Time that had not submitted Escrow Agent out of the Initial Cash Amount the Cash-Out Escrow Amount for deposit into an Option Consent prior to escrow account (the Effective Time, Parent or Paying Agent shall deliver the items set forth “Escrow Account”) in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies accordance with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Escrow Agreement.