Common use of CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK Clause in Contracts

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right to purchase shares of Zynaxis Common Stock pursuant to stock options or stock appreciation rights ("Zynaxis Options") granted by Zynaxis under the Zynaxis Stock Plan which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel Common Stock, and Vaxcel shall assume each Zynaxis Option, in accordance with the terms of the Zynaxis Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Vaxcel and its Compensation Committee shall be substituted for Zynaxis and the Committee of Zynaxis's Board of Directors (including, if applicable, the entire Board of Directors of Zynaxis) administering such Zynaxis Stock Plan, (ii) each Zynaxis Option assumed by Vaxcel may be exercised solely for shares of Vaxcel Common Stock (or cash, if so provided under the terms of such Zynaxis Option), (iii) the number of shares of Vaxcel Common Stock subject to such Zynaxis Option shall be equal to the number of shares of Zynaxis Common Stock subject to such Zynaxis Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Zynaxis Option shall be adjusted by dividing the per share exercise price under each such Zynaxis Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel shall not be obligated to issue any fraction of a share of Vaxcel Common Stock upon exercise of Zynaxis Options and any fraction of a share of Vaxcel Common Stock that otherwise would be subject to a converted Zynaxis Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Common Stock at the time of exercise of an Option shall be the last sale price of a share of Vaxcel Common Stock on the Nasdaq SmallCap Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Vaxcel) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5, each Zynaxis Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of Zynaxis and Vaxcel agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5, including using its reasonable efforts to obtain from each holder of a Zynaxis Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.5. Anything in this Agreement to the contrary notwithstanding, Vaxcel shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.5 to a former holder of a Zynaxis Option who has not delivered such Consent or Contract.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right right to purchase shares of Zynaxis Eagle Common Stock pursuant to stock options or stock appreciation rights ("Zynaxis Eagle Options") granted by Zynaxis Eagle under the Zynaxis Eagle Stock Plan Plans, which are is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel Lowe's Common Stock, and Vaxcel Lowe's shall assume each Zynaxis Eagle Option, in accordance with the terms of the Zynaxis Eagle Stock Plan Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Vaxcel Lowe's and its Compensation Committee shall be substituted for Zynaxis Eagle and the Committee of ZynaxisEagle's Board of Directors (including, if applicable, the entire Board of Directors of ZynaxisEagle) administering such Zynaxis Eagle Stock PlanPlans, (ii) each Zynaxis Eagle Option assumed by Vaxcel Lowe's may be exercised solely for shares of Vaxcel Lowe's Common Stock (or cash, if so provided under the terms of such Zynaxis Eagle Option), (iii) the number of shares of Vaxcel Lowe's Common Stock subject to such Zynaxis Eagle Option shall be equal to the number of shares of Zynaxis Eagle Common Stock subject to such Zynaxis Eagle Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Zynaxis Eagle Option shall be adjusted by dividing the per share exercise price under each such Zynaxis Eagle Option by the Exchange Ratio and rounding up any fraction of a cent to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel Lowe's shall not be obligated to issue any fraction of a share of Vaxcel Lowe's Common Stock upon exercise of Zynaxis Eagle Options and any fraction of a share of Vaxcel Lowe's Common Stock that otherwise would be subject to a converted Zynaxis Eagle Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis Eagle Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Lowe's Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Lowe's Common Stock at the time of exercise of an Option shall be the last sale closing price of a share of Vaxcel Common Stock such common stock on the Nasdaq SmallCap Market NYSE (as reported by The Wall Street Journal THE WALL STREET JOURNAL or, if not reported thereby, any other authoritative source selected by VaxcelLowe's) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.6(a), each Zynaxis Eagle Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of Zynaxis Eagle and Vaxcel Lowe's agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.6, including using its reasonable efforts to obtain from each holder of a Zynaxis an Eagle Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.5. Anything in this Agreement to the contrary notwithstanding, Vaxcel shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.5 to a former holder of a Zynaxis Option who has not delivered such Consent or Contract3.6.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option to purchase or other Equity Right right with respect to purchase shares of Zynaxis Leader Common Stock pursuant to stock options or options, stock appreciation rights or other rights, including stock awards ("Zynaxis Leader Options") granted by Zynaxis Leader under the Zynaxis Leader Stock Plan Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel UPC Common Stock, and Vaxcel UPC shall assume each Zynaxis Leader Option, in accordance with the terms of the Zynaxis Leader Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Vaxcel UPC and its Compensation Salary and Benefits Committee shall be substituted for Zynaxis Leader and the Committee of ZynaxisLeader's Board of Directors (including, if applicable, the entire Board of Directors of ZynaxisLeader) administering such Zynaxis Leader Stock Plan, (ii) each Zynaxis Leader Option assumed by Vaxcel UPC may be exercised solely for shares of Vaxcel UPC Common Stock (or cash, if so provided under cash in the terms case of such Zynaxis Optionstock appreciation rights), (iii) the number of shares of Vaxcel UPC Common Stock subject to such Zynaxis Leader Option shall be equal to the number of shares of Zynaxis Leader Common Stock subject to such Zynaxis Leader Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Zynaxis Leader Option shall be adjusted by dividing the per share exercise price under each such Zynaxis Leader Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel UPC shall not be obligated to issue any fraction of a share of Vaxcel UPC Common Stock upon exercise of Zynaxis Leader Options and any fraction of a share of Vaxcel UPC Common Stock that otherwise would be subject to a converted Zynaxis Leader Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis Leader Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel UPC Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel UPC Common Stock at the time of exercise of an Option shall be the last sale closing price of a share of Vaxcel Common Stock such common stock on the Nasdaq SmallCap Market NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by VaxcelUPC) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5, each Zynaxis Leader Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of Zynaxis UPC and Vaxcel agrees Leader agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5, including using its reasonable efforts to obtain from each holder of a Zynaxis Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.5. Anything in this Agreement to the contrary notwithstanding, Vaxcel shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.5 to a former holder of a Zynaxis Option who has not delivered such Consent or Contract.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right to purchase shares of Zynaxis Pioneer Common Stock pursuant to stock options or stock appreciation rights ("Zynaxis Pioneer Options") granted by Zynaxis Pioneer under the Zynaxis Pioneer Stock Plan Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel Buyer Common Stock, and Vaxcel Buyer shall assume each Zynaxis Pioneer Option, in accordance with the terms of the Zynaxis Pioneer Stock Plan Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Vaxcel Buyer and its Compensation Committee shall be substituted for Zynaxis Pioneer and the Committee of ZynaxisPioneer's Board of Directors (including, if applicable, the entire Board of Directors of ZynaxisPioneer) administering such Zynaxis Pioneer Stock Plan, (ii) each Zynaxis Pioneer Option assumed by Vaxcel Buyer may be exercised solely for shares of Vaxcel Buyer Common Stock (or cash, if so provided under the terms of such Zynaxis Pioneer Option), (iii) the number of shares of Vaxcel Buyer Common Stock subject to such Zynaxis Pioneer Option shall be equal to the number of shares of Zynaxis Pioneer Common Stock subject to such Zynaxis Pioneer Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Zynaxis Pioneer Option shall be adjusted by dividing the per share exercise price under each such Zynaxis Pioneer Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel Buyer shall not be obligated to issue any fraction of a share of Vaxcel Buyer Common Stock upon exercise of Zynaxis Pioneer Options and any fraction of a share of Vaxcel Buyer Common Stock that otherwise would be subject to a converted Zynaxis Pioneer Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis Pioneer Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Buyer Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Buyer Common Stock at the time of exercise of an Option shall be the closing price of such common stock on the NYSE-Composite Transactions List last sale price of a share of Vaxcel Common Stock such common stock on the Nasdaq SmallCap National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by VaxcelBuyer) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.6, each Zynaxis Pioneer Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of Zynaxis Pioneer and Vaxcel Buyer agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.6, including using its reasonable efforts to obtain from each holder of a Zynaxis Pioneer Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.53.6. Anything in this Agreement to the contrary notwithstanding, Vaxcel Buyer shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.5 3.6 to a former holder of a Zynaxis Pioneer Option who has not delivered such Consent or Contract.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right (excluding PSHC Warrants) to purchase shares of Zynaxis PSHC Common Stock pursuant to stock options or stock appreciation rights ("Zynaxis PSHC Options") granted by Zynaxis PSHC under the Zynaxis PSHC Stock Plan Plan[s], which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel Seacoast Common Stock, and Vaxcel Seacoast shall assume each Zynaxis PSHC Option, in accordance with the terms of the Zynaxis PSHC Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Vaxcel Seacoast and its Compensation Committee shall be substituted for Zynaxis PSHC and the Committee of ZynaxisPSHC's Board of Directors (including, if applicable, the entire Board of Directors of ZynaxisPSHC) administering such Zynaxis PSHC Stock Plan, (ii) each Zynaxis PSHC Option assumed by Vaxcel Seacoast may be exercised solely for shares of Vaxcel Seacoast Common Stock (or cash, if so provided under the terms of such Zynaxis PSHC Option), (iii) the number of shares of Vaxcel Seacoast Common Stock subject to such Zynaxis PSHC Option shall be equal to the number of shares of Zynaxis PSHC Common Stock subject to such Zynaxis PSHC Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Zynaxis PSHC Option shall be adjusted by dividing the per share exercise price under each such Zynaxis PSHC Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel Seacoast shall not be obligated to issue any fraction of a share of Vaxcel Seacoast Common Stock upon exercise of Zynaxis PSHC Options and any fraction of a share of Vaxcel Seacoast Common Stock that otherwise would be subject to a converted Zynaxis PSHC Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis PSHC Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Seacoast Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Seacoast Common Stock at the time of exercise of an Option shall be the last sale price of a share of Vaxcel Common Stock such common stock on the Nasdaq SmallCap National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by VaxcelSeacoast) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.6(a), each Zynaxis PSHC Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of Zynaxis PSHC and Vaxcel Seacoast agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.6, including using its reasonable efforts to obtain from each holder of a Zynaxis PSHC Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.53.6. Anything in this Agreement to the contrary notwithstanding, Vaxcel Seacoast shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.5 3.6 to a former holder of a Zynaxis PSHC Option who has not delivered such Consent or Contract.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, each option or other Equity Right all rights with respect to purchase shares of Zynaxis New Iberia Common Stock pursuant to stock options or stock appreciation rights ("Zynaxis New Iberia Options") granted by Zynaxis New Iberia under the Zynaxis New Iberia Stock Plan Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Vaxcel Regions Common Stock, and Vaxcel Regions shall assume each Zynaxis New Iberia Option, in accordance with the terms of the Zynaxis New Iberia Stock Plan and stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) Vaxcel and its Compensation Committee shall be substituted for Zynaxis and the Committee of Zynaxis's Board of Directors (including, if applicable, the entire Board of Directors of Zynaxis) administering such Zynaxis Stock Plan, (ii) each Zynaxis New Iberia Option assumed by Vaxcel Regions may be exercised solely for shares of Vaxcel Regions Common Stock (or cash, if so provided under cash in the terms case of such Zynaxis Optionstock appreciation rights), (iiiii) the number of shares of Vaxcel Regions Common Stock subject to such Zynaxis New Iberia Option shall be equal to the number of shares of Zynaxis New Iberia Common Stock subject to such Zynaxis New Iberia Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iviii) the per share exercise price under each such Zynaxis New Iberia Option shall be adjusted by dividing the per share exercise price under each such Zynaxis New Iberia Option by the Exchange Ratio and rounding up down to the nearest cent. Notwithstanding It is intended that the provisions of clause (iii) of the preceding sentence, Vaxcel shall not be obligated to issue any fraction of a share of Vaxcel Common Stock upon exercise of Zynaxis Options and any fraction of a share of Vaxcel Common Stock that otherwise would be subject to a converted Zynaxis Option shall represent the right to receive a cash payment upon exercise of such converted Zynaxis Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Common Stock at the time of exercise of an Option foregoing assumption shall be the last sale price of undertaken in a share of Vaxcel Common Stock on the Nasdaq SmallCap Market (manner that will not constitute a "modification" as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Vaxcel) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5, each Zynaxis Option which is an "incentive stock option" shall be adjusted as required by defined in Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the any stock option which is an "incentive stock option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of Zynaxis and Vaxcel ." New Iberia agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) All restrictions or limitations on transfer with respect to New Iberia Common Stock awarded under the New Iberia Stock Plans or any other plan, including using its reasonable efforts to obtain from each holder program, or arrangement of a Zynaxis Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.5. Anything in this Agreement New Iberia Company, to the contrary notwithstandingextent that such restrictions or limitations shall not have already lapsed, Vaxcel shall have the right, in its sole discretion, not to deliver the consideration and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to shares of Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Section 3.5 to a former holder of a Zynaxis Option who has not delivered such Consent or Contract.Agreement. ARTICLE 4