Common use of Company Options Clause in Contracts

Company Options. Each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled and converted into the right to receive (collectively, the “Option Consideration”): (i) with respect to each In-the-Money Option, (i) an amount in cash (without interest) equal to the product of (A) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time, and (B) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for each Company Share underlying such Company Option immediately prior to the Effective Time; and (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, an amount in cash (without interest) equal to the product of (A) the aggregate number of Company Shares underlying such Out-of-the-Money Option immediately prior to the Effective Time, and (B) (I) the excess, if any, of (x) the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange therefor.

Company Options. Each Prior to the Effective Time, the Company Option that is outstanding shall take all actions necessary and unexercised as of appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether vested or unvestednot then exercisable or vested, shall be canceled and converted into the right cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (collectivelyas promptly as practicable after the Effective Time), in consideration of the “cancellation of such Company Option Consideration”): (i) with respect to each In-the-Money Optionand in settlement therefor, (i) an amount a payment in cash (without interestsubject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (A) the aggregate total number of shares of Company Shares underlying Common Stock previously subject to such In-the-Money Company Option immediately prior to the Effective Time, and (B) the excess, if any, of (x) the Cash Amount Initial Common Consideration over (y) the exercise price per share exercise price of Company Common Stock previously subject to such In-the-Money Company Option, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for each whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Share underlying Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option immediately prior (such amounts payable hereunder being referred to as the Effective Time; and (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs “Option Payment”). From and after the Effective Time, an amount in cash (without interest) equal any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the product payment of (A) the aggregate number of Company Shares underlying such Out-of-the-Money Option immediately Payment, and, prior to the Effective Time, and (B) (I) the excess, if any, Company shall obtain all necessary consents to ensure that former holders of (x) Company Options will have no rights other than the Per Share Value Paid as of such Valuation Point over (y) right to receive the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange thereforPayment.

Company Options. Each Company Option that is outstanding and unexercised as of immediately Immediately prior to the Effective Time, each outstanding option, whether vested or unvested, to purchase Shares that was granted under the 2013 Plan (each such option, a “Company Option”) shall be canceled terminated and converted into cancelled. The holder of a Company Option having an exercise price that is less than the right to receive Per Share Amount, (collectivelysuch Company Option, the an “Option Consideration”): (i) with respect to each In-the-Money Option, (i”) an amount in cash (without interest) equal to the product of (A) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time, and (B) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g)entitled to receive, and (ii) one (1) CVR for each Company Share underlying such Company Option immediately prior to the Effective Time; and (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs as soon as reasonably practicable after the Effective Time, an amount in cash (without interest) a number of Parent Shares equal to the product of quotient determined by dividing (A) the aggregate number of Company Shares underlying such Out-of-the-Money Option immediately prior to the Effective Time, and (B) (Ii) the excess, if any, of (x) the Per Share Value Paid as of such Valuation Point Amount over (y) the per share per-Share exercise price for the Shares that would have been issuable upon exercise of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-ofIn-the-Money Option pursuant to (with the understanding that, for purposes of this Section 3.7(d)(ii) (the “Milestone Option Amount”)clause, which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-ofif there are different exercise prices for different In-the-Money Option following Options held by the Effective Timesame holder, separate calculations shall be made for each exercise price), by (ii) the Parent Share Value and rounding to the nearest ten-thousandth of a Share. The holder of any such Out-ofCompany Option that is not an In-the-Money Option shall have no further rights or entitlements with respect thereto. Parent shall pay to each holder of In-the-Money Options cash in lieu of fractional shares to which such holder would be canceled for no consideration in exchange thereforentitled pursuant to this Section 2.3(a); provided that the calculation of the amount of such fractional shares shall be determined on an aggregate basis taking into account all In-the-Money Option grants held by such holder.

Company Options. Each Company Option that is outstanding and unexercised as of immediately prior to the effective time of the Stock Split (the “Split Effective Time”) will, whether vested automatically and without any action on the part of any holder of such Company Option or unvestedbeneficiary thereof, continue to be an option to purchase Company Ordinary Shares (each a “Continuing Option”) subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Split Effective Time (including expiration date and exercise provisions), except that: (A) each Continuing Option shall be canceled and converted into the right to receive (collectively, the “Option Consideration”): (i) with respect to each In-the-Money Option, (i) an amount in cash (without interest) exercisable for that number of Company Ordinary Shares equal to the product (rounded down to the nearest whole Company Ordinary Share) of (A1) the aggregate number of Company Shares underlying such In-the-Money subject to the Company Option immediately prior to before the Split Effective Time, Time multiplied by (2) the Split Factor; and (B) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price for each Company Ordinary Share issuable upon exercise of such In-the-Money Option, which amount the Continuing Option shall be paid in accordance with Section 3.7(g), and (ii) one equal to the quotient obtained by dividing (1) CVR for each the exercise price per Company Share underlying of such Company Option immediately prior to before the Split Effective Time; and Time by (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, an amount in cash (without interest) equal to the product of (A2) the aggregate Split Factor; provided, however, that the exercise price and the number of Company Ordinary Shares underlying such Out-of-the-Money purchasable under each Continuing Option immediately prior shall, to the Effective Timeextent applicable, be determined in a manner consistent with the requirements of Section 409A of the Code and (B) (I) the excessapplicable regulations promulgated thereunder; provided, if anyfurther, that in the case of (x) any Company Option to which Section 422 of the Per Share Value Paid as of such Valuation Point over (y) Code applies, the per share exercise price and the number of Company Ordinary Shares purchasable under such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Continuing Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid determined in accordance with the foregoing in a manner that satisfies the requirements of Section 3.7(g). Notwithstanding anything herein to 424(a) of the contraryCode; and provided, further, that in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect case of any Out-of-the-Money Company Option following to which Section 102 of the Effective TimeITO applies, that the exercise price and any such Out-of-the-Money the number of Company Ordinary Shares purchasable under each Continuing Option shall be canceled for no consideration determined in exchange therefora manner consistent with the Incentive Equity Plan and in compliance with the requirements of the ITA.

Company Options. Each (i) At the applicable time specified in Section 2.3 of the Plan of Arrangement, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Timesuch time and granted prior to January 1, whether vested or unvested2014 shall be fully vested, and, at such time, shall be canceled cancelled and converted into shall only entitle the right holder of such Company Option to receive (collectivelywithout interest), the “Option Consideration”): (i) with respect to each In-the-Money Optionas soon as reasonably practicable after such time, (i) an amount in cash (without interest) equal to the product of (Ax) the aggregate number of Common Shares subject to such Company Shares underlying such In-the-Money Option immediately prior to the Effective Time, and such time multiplied by (By) the excess, if any, of (A) the Consideration over (B) the exercise price per Common Share of such Company Option, less applicable Taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Company Option which has an exercise price per Common Share that is greater than or equal to the Consideration shall be cancelled at the applicable time specified in Section 2.3 of the Plan of Arrangement for no consideration or payment. (ii) At the applicable time specified in Section 2.3 of the Plan of Arrangement, each Company Option that is outstanding immediately prior to such time and granted on or after January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase Common Shares and shall be converted into an option to purchase a number of Parent Shares equal to the product (rounded down to the nearest whole number) of (x) the Cash Amount over (y) the per share exercise price number of such In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for each Company Share underlying Common Shares subject to such Company Option immediately prior to such time and (y) the Effective Time; and Equity Award Conversion Ratio, at an exercise price per share (ii) with respect rounded up to each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, an amount in cash (without interestnearest whole cent) equal to the product of (A) the aggregate number exercise price per Common Share of such Company Shares underlying such Out-of-the-Money Option immediately prior to the Effective Time, and such time divided by (B) (I) the excessEquity Award Conversion Ratio; provided, if anyhowever, of (x) that the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price and the number of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option Parent Shares purchasable pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange therefor.to

Company Options. Each As of the Effective Time, each option to purchase shares of Company Option that Common Stock or other right to purchase Company Common Stock under any Company Stock Plan (each a “Company Option”), to the extent it is outstanding and unexercised immediately prior thereto, shall become fully vested as of the Effective Time and shall by virtue of the Merger and without any action on the part of any holder of any Company Option be automatically cancelled and the holder thereof will receive, as soon as reasonably practicable following the Effective Time a cash payment (without interest) with respect thereto equal to the product of (a) the excess, if any, of the Cash Consideration over the exercise price per share of such Company Option, as such exercise price per share is reduced immediately prior to Closing pursuant to Section 4.19(b), and (b) the Effective Time, whether vested or unvested, shall be canceled and converted into the right to receive number of shares of Company Common Stock issuable upon exercise of such Company Option (collectively, the “Option Consideration”): (i) with respect to each In-the-Money Option). As used in this Agreement, (i) an amount in cash (without interest) “Equity Award Equivalent Shares” means the number of shares equal to the product of (Ax) the aggregate number amount of Company Shares underlying such In-the-Money Option immediately prior to Consideration, divided by (y) the Cash Consideration. As of the Effective Time, all Company Options, whether or not vested or exercisable, shall no longer be outstanding and (B) shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the excessright to receive the Option Consideration; provided that, if any, of (x) the Cash Amount over (y) the per share exercise price of any such In-the-Money Company Option, which amount as such exercise price per share is reduced immediately prior to Closing pursuant to Section 4.19(b), is equal or greater than the Cash Consideration, such Company Option shall be cancelled without any payment being made in respect thereof. The Option Consideration shall in all cases be paid in accordance with Section 3.7(g), cash and (ii) one (1) CVR for each Company Share underlying such Company Option immediately prior shall not be subject to the Effective Time; and (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, an amount in cash (without interest) equal to the product of (A) the aggregate number of Company Shares underlying such Out-of-the-Money Option immediately prior to the Effective Time, and (B) (I) the excess, if any, of (x) the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this proration contemplated by Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange therefor1.8.

Company Options. Each Company Option that is outstanding and unexercised as of immediately prior to At the Effective Time, by virtue of the Merger and without any further action on the part of any Party, the Company Stock Plans shall be assumed by the SPAC. At the Effective Time, each Company Option shall, by virtue of the Merger and without any further action on the part of any Party or the holder thereof, (i) whether such Company Option is vested or unvested, shall be canceled assumed by SPAC and converted into the right to receive (collectivelybecome, the “Option Consideration”): (i) with respect to each In-the-Money Option, (i) an amount in cash (without interest) equal to the product as of (A) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time, an option (an “Assumed Option”) to purchase, on the same terms and conditions (Bincluding applicable vesting, exercise and expiration provisions) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for as applied to each Company Share underlying such Company Option immediately prior to the Effective Time; and , shares of SPAC Class A Common Stock, except that (iiA) with respect the number of shares of SPAC Class A Common Stock subject to each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, an amount in cash (without interest) such Assumed Option shall equal to the product of (Ax) the aggregate number of shares of Company Shares underlying Common Stock that were subject to such Out-of-the-Money Company Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share, and (B) (I) the excess, if any, of (x) the Per Share Value Paid as of such Valuation Point over (y) the per per-share exercise price shall equal the quotient of such Out-of-the-Money Option, less (II1) the amount exercise price per share of all payments previously received with respect Company Common Stock at which such Company Option was exercisable immediately prior to such Out-of-the-Money the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent and (ii) solely in the case of Company Options that are vested as of immediately prior to the Effective Time (after taking into consideration any acceleration required by the terms of the Assumed Option pursuant to in effect as of the date of this Section 3.7(d)(ii) (the “Milestone Option Amount”Agreement), which amount shall be paid have the contingent right to receive the Earnout Shares in accordance with Section 3.7(g). Notwithstanding anything herein to 3.05; provided that each Company Option (A) which is an “incentive stock option” (as defined in Section 422 of the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment Code) shall be made hereunder adjusted in respect accordance with the requirements of any Out-of-the-Money Option following Section 424 of the Effective Time, Code and any such Out-of-the-Money Option (B) shall be canceled for no consideration adjusted in exchange therefora manner that complies with Section 409A of the Code.

Company Options. Each (i) Upon the terms and subject to the conditions set forth in this Agreement, effective as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or the holders thereof, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, shall be accelerated in full. (ii) Effective as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or the holders thereof, each In-The-Money Company Option that remains outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, Time shall be canceled cancelled and extinguished and be converted automatically into the right to receive (collectivelyreceive, the “Option Consideration”): (i) with respect to each share of Company Common Stock subject to such In-theThe-Money Company Option, (i) upon the terms of this Agreement, an amount in cash (cash, without interest) , equal to the product of (A) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time, and (B) the excess, if any, of (x1) the Cash Amount Portion over (y2) the per share exercise price of such In-theThe-Money Company Option, which amount plus (B) the CVR Portion (collectively, the “Option Consideration”), subject, in each case, to applicable Tax withholdings. The CVR Portion in respect of each In-The-Money Company Option shall be paid subject to the same terms and conditions as applicable to the CVR Portion in respect of Company Common Stock generally. (iii) Parent shall cause the Surviving Corporation to pay to the former holder of each such cancelled In-The-Money Company Option, in accordance with Section 3.7(g)its normal payroll processes, as promptly as practicable (and (ii) one (1) CVR for each Company Share underlying such Company Option immediately prior to in no event later than the first payroll date of the Surviving Corporation after the Effective Time; and (ii) ), the foregoing payments to which such holder is entitled pursuant to this Section 2.7(d). For the avoidance of doubt, with respect to each any Out-of-the-The Money Company Option, upon each Valuation Point which occurs after by virtue of the occurrence of the Effective TimeTime and without any action on the part of Parent, an amount in cash (without interest) equal to Acquisition Sub, the product of (A) Company, the aggregate number of Company Shares underlying Surviving Corporation or the holders thereof, such Out-of-the-The Money Company Option immediately prior will automatically terminate and be canceled without payment of any consideration to the Effective Timeholder thereof (and, for the avoidance of doubt, shall also not be eligible to receive the CVR Portion). (iv) The Company shall send a written notice in a form provided in advance, and (B) (I) the excessreasonably acceptable to Parent, if any, to each holder of (x) the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money an outstanding Company Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with the Company Stock Plans that shall inform such holder of the treatment of the Company Options, as applicable, provided in this Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange therefor2.7.

Company Options. Each Company Option that is outstanding as of immediately prior to the Effective Time shall accelerate and unexercised become fully vested effective immediately prior to, and contingent upon the occurrence of, the Effective Time. Effective as of immediately prior to the Effective Time, whether vested each Company Option that is outstanding and unexercised immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of the Company, Parent or unvestedthe holder thereof, shall be canceled and terminated and converted into the right to receive (collectively, from the “Option Consideration”):Surviving Corporation the following: (iA) with respect to each In-the-In the Money Option, (i1) an amount in cash (without interest) ), if any, equal to the product of obtained by multiplying (Ax) the aggregate number of Company Shares underlying such In-the-In the Money Option immediately prior to the Effective Time, by (y) an amount equal to (I) the Closing Amount, less (II) the per share exercise price of such In the Money Option (the “Option Closing Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company or the Surviving Corporation by the holder of an In the Money Option), plus (2) one CVR with respect to each Company Share subject to such In the Money Option immediately prior to the Effective Time; (B) with respect to each Out of the excessMoney Option, an amount in cash (without interest), if any, as of each applicable Milestone Notice Date determined by multiplying (1) the aggregate number of Company Shares underlying such Out of the Money Option immediately prior to the Effective Time by (2) (x) the Cash Amount over Per Share Value Paid as of the applicable Milestone Notice Date less (y) the per share exercise price of such In-the-Out of the Money OptionOption less (z) any amount previously paid to the former holder of such Out of the Money Option with respect to any previously achieved Milestone (it being understood and agreed that such exercise price shall not actually be paid to the Company or the Surviving Corporation by the holder of an Out of the Money Option and, which amount notwithstanding anything herein to the contrary, whether a Milestone has been achieved shall be paid in accordance with Section 3.7(g), determined under the terms and conditions of the CVR Agreement and no amounts shall be payable pursuant to this clause (ii) one (1) CVR for each Company Share underlying such Company Option immediately prior to the Effective Time; and (iiB) with respect to each Out-of-the-any Out of the Money OptionOption to the extent neither Milestone is achieved prior to the Milestone Outside Date). For the avoidance of doubt, upon each Valuation Point which occurs after in no event shall a holder of an Out of the Effective Time, Money Option be entitled to receive in respect of an Out of the Money Option (aa) an aggregate amount in cash (without interest) equal to excess of the product of (AI) the aggregate Per Share Value Paid in respect of all Milestones less the per share exercise price of such Out of the Money Option and (II) the aggregate number of Company Shares underlying such Out-of-the-Out of the Money Option immediately prior to the Effective Time, Time and (Bbb) (I) any amount in the excess, if any, of (x) event the Per Share Value Paid as of such Valuation Point over (y) the final Milestone Notice Date is equal to or less than the per share exercise price of such Out-of-the-Out of the Money Option, less ; and (IIC) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to each Over $20.00 Out of the CVRs under Money Option, such Over $20.00 Out of the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no at the Effective Time without any consideration in exchange payable therefor.

Company Options. Each (a) Except as provided in Section 3.02(b) hereof and unless otherwise agreed to by the holder of an outstanding option to purchase Shares or other similar interest (collectively, the "Options") granted under any of the Company's stock option plans or under any other plan or arrangement (the "Option Plans"), the Company Option that is outstanding shall take all actions necessary and unexercised as of immediately prior appropriate to provide that, upon the Effective Time, each Option, whether vested or unvestednot then exercisable or vested, shall be canceled and converted into the right to cancelled and, in exchange therefor, each holder of such Option shall receive (collectively, the “Option Consideration”): (i) with respect to each In-the-Money Option, (i) an amount in cash (without interest) in respect thereof, if any, equal to the product of (A) the aggregate number of Company Shares underlying such In-the-Money Option immediately prior to the Effective Time, and (Bi) the excess, if any, of (x) the Cash Per Share Amount over (y) the per share Share exercise price of such In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g), thereof and (ii) one the number of Shares subject thereto (1such payment to be net of applicable withholding taxes). The Company shall take all such steps as may be required to cause the transactions contemplated by this Section 3.02 and any other dispositions of its equity securities (including derivative securities) CVR for in connection with this Agreement by each Company Share underlying individual who is a director or officer of the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act, such Company Option immediately prior steps to be taken in accordance with the Effective Time; andNo-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. (iib) with respect to each Out-of-the-Money OptionNotwithstanding the foregoing, upon each Valuation Point which occurs after at the Effective Time, an amount in cash (without interest) equal to the product extent agreed to by Acquisition and the applicable holder thereof, each outstanding Option held by a Participant, whether or not then exercisable or vested (collectively, the "Retained Options"), shall, as of the Effective Time, continue to represent an option to acquire shares of common stock of the Surviving Corporation on the terms agreed to by Acquisition and such Participant. (Ac) the aggregate number of Company Shares underlying such Out-of-the-Money Option immediately prior Prior to the Effective Time, and (B) (I) the excess, if any, Company shall amend the terms of (x) its Option Plans as is necessary to give effect to the Per Share Value Paid as provisions of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange therefor3.02.

Company Options. Each (a) At the Effective Time, all Company Option that is Options outstanding and unexercised as of unexercised, whether or not vested or exercisable, immediately prior to the Effective TimeTime shall be cancelled and no longer outstanding. All Company Options shall automatically cease to exist, whether vested or unvestedand each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the applicable payment, if any, pursuant to this Section 2.8. (b) Company Options with per share exercise prices less than the value of the Cash Consideration, shall be canceled and converted converted, as of the Effective Time, into the right to receive (collectively, the “Option Consideration”): (i) with respect to each In-the-Money Option, (iA) an amount in cash (without interest) equal to the product of (i) the Cash Consideration reduced by the applicable per share exercise price of such Company Option, and (ii) the number of shares subject to such Company Option as of the Effective Time; and (B) such number of shares of Parent Common Stock equal to the product of (i) the Stock Consideration, and (ii) the number of shares subject to such Company Option as of the Effective Time. For the purposes of this Section 2.8(b), an amount necessary to satisfy the applicable minimum withholding tax obligation shall first be reduced from the amount of the cash payment to be received pursuant to subsection (A) of this Section 2.8(b) and then, if necessary, from the aggregate number of shares of Parent Common Stock issued pursuant to subsection (B) of this Section 2.8(b). For purposes of this Section 2.8(b), the value of the Stock Consideration shall be based on the most recent closing price of the Parent Company Shares underlying such In-the-Money Option immediately Common Stock prior to the date of the Closing. (c) Company Options with per share exercise prices less than the value of the Merger Consideration, but greater than, or equal to, the Cash Consideration, shall be converted, as of the Effective Time, and into the right to receive, in shares of Parent Common Stock, an amount equal to the product of (Bi) the excess, if any, of (x) the Cash Amount value of the Merger Consideration over (y) the applicable per share exercise price of such In-the-Money Company Option, which amount shall be paid in accordance with Section 3.7(g), and (ii) one (1) CVR for each Company Share underlying the number of shares subject to such Company Option as of the Effective Time. For the purposes of this Section 2.8(c), the number of shares of Parent Common Stock issued shall be reduced in an amount necessary to satisfy the applicable minimum withholding tax obligation. For purposes of this Section 2.8(c), the value of the Stock Consideration shall be based on the most recent closing price of the Parent Company Common Stock prior to the date of the Closing. (d) The Company Board (or, if appropriate, any committee administering the Company Option Plans) shall adopt such resolutions or use its reasonable best effort to take such other actions as are required to provide for the cancellation of each Company Stock Option as provided in this Section 2.8. Parent shall pay the applicable payment required by this Section 2.8 as soon as practical after the Closing. Parent and the Company shall work together in good faith to determine the most efficient manner to provide such payments in order to ensure that all applicable payroll taxes which are required to be remitted by the Company are properly paid. (e) With respect to the Company Stock Purchase Plans, the Company shall take all necessary action to (i) terminate the current Offering Period and Contribution Period (each as defined under the applicable Company Stock Purchase Plan) effective as of the day immediately prior to the Effective TimeTime (the “Final Exercise Date”); and (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs after provide that no further Offering Periods shall commence under the Effective Time, an amount in cash Company Stock Purchase Plans on or following the Final Exercise Date; and (without interestiii) equal to terminate the product Company Stock Purchase Plans as of (A) the aggregate number Final Exercise Date. Each outstanding option under the Company Stock Purchase Plans on the Final Exercise Date shall be exercised on such date for the purchase of Company Shares underlying such Out-of-the-Money Option immediately prior to the Effective Time, and (B) (I) the excess, if any, of (x) the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid Common Stock in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in terms of the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange thereforapplicable Company Stock Purchase Plan.

Company Options. Each At the Effective Time, all Company Options (other than outstanding Company Options held by non-employee directors (each a “Non-Employee Director Option”)) then outstanding under each Company Option that is outstanding Plan, and unexercised the non-plan Company Options, each as of immediately described in Schedule 2.2(b) to the Company Disclosure Letter, shall be assumed by Parent in accordance with Section 5.11. Immediately prior to the Effective Time, whether each vested or unvested, Non-Employee Director Option that is issued and outstanding immediately prior to the Effective Time (after taking into account any acceleration of such Company Options pursuant to the terms of the plan pursuant to which such Non-Employee Director Options were granted) shall be canceled automatically net exercised with no action on the part of the holder thereof and converted into each such holder shall be entitled to receive, subject to and in accordance with Section 1.10(c), an amount of cash, without interest, equal to the right to receive (collectively, the “Option Consideration”): difference between (i) with respect to each In-the-Money Option, (i) an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of Company Shares underlying Common Stock subject to such InNon-the-Money Employee Director Option immediately prior to the Effective Time, and multiplied by (B) the excessPer-Share Cash Amount, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option, which amount shall be paid in accordance with Section 3.7(g), and less (ii) one (1) CVR for each Company Share underlying such Company Option immediately prior to the Effective Time; and (ii) with respect to each Out-of-the-Money Option, upon each Valuation Point which occurs after the Effective Time, an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of Company Shares underlying Common Stock subject to such OutNon-of-the-Money Employee Director Option immediately prior to multiplied by (B) the exercise price per share of Company Common Stock. As of the Effective Time, all such Non-Employee Director Options shall automatically be cancelled and (B) (I) no longer deemed outstanding, and the excessholders thereof shall not have any rights with respect thereto, if any, of (x) except the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) right to receive the amount resulting from the calculation above, without interest, upon surrender of all payments previously received with respect to such Out-of-the-Money Option pursuant to this Section 3.7(d)(ii) (the “Milestone Option Amount”), which amount shall be paid their option documentation in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, and any such Out-of-the-Money Option shall be canceled for no consideration in exchange therefor1.10.

Company Options. (a) Each Company Option that is vested and outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, Time shall be canceled at the Effective Time in exchange for the consideration described in clause (a)(iii) below, and, following the Effective Time, the Company Options shall no longer be exercisable by the holder thereof and converted into shall only entitle the right former holder thereof to the payment of the Option Consideration. At the Effective Time, the Company Plan shall be terminated and no further Company Options shall be granted thereunder. Any Option Consideration each Optionholder is entitled to receive (collectively, pursuant to this Section 2.5(a) shall be rounded to the “Option Consideration”):nearest whole cent. (i) Subject to the other terms of this Agreement, each holder of any Company Option canceled in accordance with respect Section 2.5(a) above (each, an “Optionholder”) shall be entitled to each Inreceive, without interest and subject to any applicable employee-the-Money Option, side payroll and withholding Taxes: (iA) an amount in Parent Shares (based on the Market Value thereof) and cash (without interestincluding cash in lieu of any fractional shares in accordance with Section 2.17) equal to the product of obtained by multiplying (A1) the aggregate number of shares of Company Shares underlying Common Stock subject to such In-the-Money Company Option that are vested as of immediately prior to the Effective Time, and Time (Bthe “Vested Option Shares”) by (2) the excess, if any, of (x) the Cash Amount over Estimated Per Share Merger Consideration, less (y) the exercise price per share of Company Common Stock of such Company Option (such amount, an “Option Payment” and, in the aggregate, with all such Option Payments, the “Options Payment Amount”), plus (B) in each case when, if and to the extent payable hereunder, (1) an amount in cash or, if applicable, Parent Shares (subject to Section 2.4(d)) pursuant to Section 2.6(g), equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share 2025 Earnout Payment Amount, if any, plus (2) an amount in cash or, if applicable, Parent Shares (subject to Section 2.4(d)) pursuant to Section 2.6(g), equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share 2026 Earnout Payment Amount, if any, plus (3) an amount in cash equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share Escrow Release Amount with respect to any amounts released to the Stockholders from the Escrow Fund from time to time pursuant to the terms of this Agreement and the Escrow Agreement, if any, plus (4) an amount in cash, equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share Holdback Release Amount with respect to any amounts released to the Stockholders from the Holdback Amount from time to time pursuant to the terms of this Agreement, if any, plus (5) an amount in cash, equal to the product obtained by multiplying the number of Vested Option Shares subject to the Company Option by the Per Share Excess Payment, if any (such aggregate amount described in the foregoing clauses (A) and (B), the “Option Consideration”). For the avoidance of doubt, any amounts payable to holders of Vested Option Shares pursuant to this Section 2.5 or Section 2.6, as applicable, shall be payable in cash or Parent Shares (where applicable) at the same proportion as payments made to holders of Shares pursuant to Section 2.4 or Section 2.6, as applicable; provided that the exercise price of such In-the-Money Optionoption shall solely reduce the cash portion Merger Consideration payable to such holder of Vested Option Shares. Notwithstanding anything to the contrary herein, which amount to the extent required to comply with Treasury Regulations Section 1.409A-3(i)(5)(iv)(A), no Option Consideration shall be paid following the fifth anniversary of the Closing Date and any Option Consideration that otherwise would become payable following such anniversary pursuant to this Agreement instead shall be forfeited by the former holders of Company Options without consideration therefor and shall be paid instead to the other Stockholders based on their pro rata portion of the Fully Diluted Common Number, after excluding the Company Options from such calculation, provided, however, that Option Consideration subject to a substantial risk of forfeiture for purposes of Section 409A of the Code shall treated as if not subject to the constraint imposed by Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) and shall be paid to the applicable former holders of Company Options as soon as reasonably practicable after such substantial risk of forfeiture lapses, but in accordance with Section 3.7(g)no event later than March 15 of the year following the year in which such substantial risk of forfeiture lapses. At Closing, (x) any Company Options that are unvested as of the Closing shall be cancelled for no consideration pursuant to the Company Plan and (iiy) one (1) CVR any shares of Common Stock outstanding due to early exercise of Company Options that were unvested and which such shares of Common Stock continue to be unvested shall be forfeited in exchange for each Company Share underlying the original exercise price paid for such Company Option immediately prior to the Effective Time; andshares of Common Stock. (ii) In connection with respect the Closing, the Company will create a transaction bonus pool which will be in an amount equal to 2.5% of the Merger Consideration and which will be approved prior to Closing by the Company’s Board of Directors and the Stockholders (the “Transaction Bonus Pool”). Eligibility for payments pursuant to the Transaction Bonus Pool will be limited to holders of the Company Options that were unvested and otherwise scheduled to vest in the ordinary course after the Closing Date but on or prior to the last day of the 2026 Calculation Period and which were canceled as of Closing pursuant to Section 2.5(a)(i) (the “Bonus Eligible Options”) who have signed a Transaction Bonus Agreement with the Company prior to Closing (a “Transaction Bonus Agreement”), in each case in the amount equal to each Out-of-the-Money Option, upon each Valuation Point which occurs after such holder’s pro rata share of the Effective Time, an amount in cash Transaction Bonus Pool (without interest) such pro rata share shall be a percentage equal to the product quotient of (A1) the number of Bonus Eligible Options held by such individual holder divided by (2) the aggregate number of Bonus Eligible Options (such percentage, with respect to any holder, the “Pro Rata Bonus Percentage”)). Unless otherwise provided in the Transaction Bonus Agreement, in the event that any holder of Bonus Eligible Options is terminated or resigns for any reason or no reason at all on or prior to January 1, 2027, then such holder’s Pro Rata Bonus Percentage of the Transaction Bonus Pool shall be forfeited, with any such amounts forfeited due to termination of employment paid to holders of Shares based on such holders’ Pro Rata Portion consistent with Section 2.6(d)(ii), including, for purposes of clarity, any portion of the Initial Transaction Bonus Amount, the 2025 Transaction Bonus Amount and the 2026 Transaction Bonus Amount, as applicable, deducted from the Merger Consideration and attributable to any employer portion of any payroll, employment and similar Taxes with respect to such holders’ forfeited Pro Rata Bonus Percentage of the Transaction Bonus Pool (in addition to any 2026 Performance Amount, if any, such holder may be entitled to hereunder). No later than five (5) Business Days prior to the Closing, the Company Shares underlying shall deliver to Parent a schedule setting forth each holder of Bonus Eligible Options and such Out-of-the-Money Option immediately prior holder’s Pro Rata Bonus Percentage. (iii) Prior to the Effective Time, and (B) (I) the excess, if any, of (x) Company shall take any actions reasonably necessary to effect the Per Share Value Paid as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option pursuant to transactions contemplated under this Section 3.7(d)(ii2.5(a)(iii) (the “Milestone Option Amount”), which amount shall be paid in accordance with Section 3.7(g). Notwithstanding anything herein to the contrary, in the event no contingent payment shall become payable with respect to the CVRs under the CVR Agreement, then no payment shall be made hereunder in respect of any Out-of-the-Money Option following the Effective Time, Company Plan and any such Out-of-the-Money Option shall be canceled for no consideration in exchange thereforall agreements evidencing Company Options.