Common use of Outstanding Options and Warrants Clause in Contracts

Outstanding Options and Warrants. Each Party agrees that upon completion of the Amalgamation: (a) each Canopy Rivers Option outstanding immediately prior to the Effective Time, whether or not vested, shall be cancelled and exchanged for one option (an “AIM2 Replacement Option”) of AIM2 entitling the holder thereof to acquire (on substantially the same terms and conditions as were applicable to such Canopy Rivers Option immediately before the Effective Time under agreement evidencing the grant), the number (rounded down to the nearest whole number) of New AIM2 Subordinated Voting Shares equal to the number of Canopy Rivers Subordinated Voting Shares subject to such Canopy Rivers Option immediately prior to the Effective Time. The exercise price per New AIM2 Subordinated Voting Share subject to any such AIM2 Replacement Option shall be equal to the exercise price per Canopy Rivers Subordinated Voting Share subject to such Canopy Rivers Option immediately before the Effective Time, provided that the exercise price shall be adjusted to the extent, if any, required to ensure that the AIM2 Replacement Option In The Money Amount immediately after the exchange does not exceed the Canopy Rivers Option In the Money Amount of the exchanged Canopy Rivers Option immediately before the Effective Time so that subsection 7(1.4) of the Tax Act, if otherwise applicable, shall apply to the exchange of the Canopy Rivers Options; (b) each Canopy Rivers Warrant outstanding immediately prior to the Effective Time will be cancelled and exchanged for one warrant (“AIM2 Replacement Warrants”) of AIM2 entitling the holder thereof to acquire (on substantially the same terms and conditions as were applicable to such Canopy Rivers Warrant immediately before the Effective Time under agreement evidencing the grant) one New AIM2 Subordinated Voting Share at the same exercise price per New AIM2 Subordinated Voting Share as the Canopy Rivers Warrant; (c) the AIM2 Options outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Options) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Shares issuable thereunder and the exercise price of each AIM2 Option), and following the completion of the Business Combination, the AIM2 Options will remain in effect until the earlier of: (i) the date that is 12 months from the Effective Date; and (ii) the original expiry date(s) of such AIM2 Options; and (d) the AIM2 Broker Warrants outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Broker Warrants) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Shares issuable thereunder and the exercise price of each AIM2 Broker Warrant), and following the completion of the Business Combination, the AIM2 Broker Warrants will remain in effect until the original expiry date(s) of such AIM2 Broker Warrants.

Outstanding Options and Warrants. Each Party agrees that upon completion of At the AmalgamationEffective Time: (a) each Canopy Rivers CryptoGlobal Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a Replacement Option to purchase from the Resulting Issuer the number of Resulting Issuer Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of CryptoGlobal Common Shares subject to such CryptoGlobal Option immediately prior to the Effective TimeDate. Such Replacement Option shall provide for an exercise price per Resulting issuer Share (rounded up to the nearest whole cent) equal to (y) the exercise price per CryptoGlobal Share otherwise purchasable pursuant to such CryptoGlobal Option, whether subject to adjustment to meet the requirements of Subsection 7(1.4) of the Tax Act as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Resulting Issuer Shares that includes a fractional Resulting Issuer Share, the total number of Resulting Issuer Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Resulting Issuer Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the CryptoGlobal Option for which it was exchanged, and any certificate or option agreement previously evidencing the CryptoGlobal Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding the foregoing, if required for purposes of meeting the requirements of paragraph 7(1.4)(c) of the Tax Act, the exercise price of each Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted at the time of the exchange by the amount, and only to the extent, necessary to ensure that the aggregate fair market value of the Resulting Issuer Shares subject to the Replacement Option immediately after the exchange over the aggregate exercise price for such Resulting Issuer Shares pursuant to the Replacement Option does not vestedexceed the excess of the aggregate fair market value of CryptoGlobal Common Shares subject to the CryptoGlobal Option immediately before the exchange over the aggregate exercise price for such CryptoGlobal Common Shares under the CryptoGlobal Option, and: (i) each holder of CryptoGlobal Options shall cease to be the holder of CryptoGlobal Options, or have any rights as a holder of such CryptoGlobal Options (other than to receive Replacement Options in accordance with the Business Combination); (ii) each name of a holder of CryptoGlobal Options shall be removed from the register of CryptoGlobal Options maintained by or on behalf of CryptoGlobal; and (iii) all CryptoGlobal Options exchanged pursuant to this Section 2.02(a) shall be cancelled; (b) each outstanding CryptoGlobal Finder Warrant will be cancelled and exchanged for one option (an “AIM2 in its place the Resulting Issuer shall issue such number of Replacement Option”) of AIM2 entitling Finder Warrants as determined in accordance with the holder thereof to acquire (Exchange Ratio, on substantially the same terms and conditions as were applicable to such Canopy Rivers Option immediately before the Effective Time under agreement evidencing the grant)cancelled CryptoGlobal Finder Warrants, the number (rounded down except to the nearest whole number) of New AIM2 Subordinated Voting Shares equal to the number of Canopy Rivers Subordinated Voting Shares subject to such Canopy Rivers Option immediately prior to the Effective Time. The exercise price per New AIM2 Subordinated Voting Share subject to any such AIM2 Replacement Option shall be equal to the exercise price per Canopy Rivers Subordinated Voting Share subject to such Canopy Rivers Option immediately before the Effective Time, provided that the exercise price shall extent their terms may be adjusted (in accordance with the terms of such CryptoGlobal Finder Warrant) to reflect the extent, if any, required to ensure that the AIM2 Replacement Option In The Money Amount immediately after the exchange does not exceed the Canopy Rivers Option In the Money Amount of the exchanged Canopy Rivers Option immediately before the Effective Time so that subsection 7(1.4) of the Tax Act, if otherwise applicable, shall apply to the exchange of the Canopy Rivers Options; (b) each Canopy Rivers Warrant outstanding immediately prior to the Effective Time will be cancelled and exchanged for one warrant (“AIM2 Replacement Warrants”) of AIM2 entitling the holder thereof to acquire (on substantially the same terms and conditions as were applicable to such Canopy Rivers Warrant immediately before the Effective Time under agreement evidencing the grant) one New AIM2 Subordinated Voting Share at the same exercise price per New AIM2 Subordinated Voting Share as the Canopy Rivers WarrantAmalgamation; (c) the AIM2 Apolo Options outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Apolo Options) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Apolo Shares issuable thereunder and the exercise price of each AIM2 Apolo Option), and following the completion of the Business Combination, the AIM2 Apolo Options will remain in effect until the earlier of: (i) the date that is 12 months from the Effective Date; and (ii) the original expiry date(s) of such AIM2 Apolo Options; and; (d) the AIM2 Broker Warrants Apolo Agent Options outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Broker WarrantsApolo Agent Option) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Apolo Shares issuable thereunder and the exercise price of each AIM2 Broker WarrantApolo Agent Option); and (e) Apolo Options, Apolo Agent Options and following the completion of the Business Combination, the AIM2 Broker Replacement Finder Warrants will remain not be exercisable in effect until the original expiry date(s) United States or by or on behalf of a U.S. Person unless an exemption from registration is available under the U.S. Securities Act and applicable state securities laws is available and Apolo Options issued to U.S. Persons and Apolo Agent Options and Replacement Finder Warrants issued to U.S. Persons, if any, shall bear a legend in customary form to such AIM2 Broker Warrantseffect.

Outstanding Options and Warrants. Each Party agrees (i) Prior to the Effective Time, each option to purchase shares of Company Common Stock that upon completion is outstanding and unexercised pursuant to the Company Option Plans (each, a "Company Option") in -------------- effect on the date hereof shall (i) to the fullest extent permitted by the applicable plans and option agreements, be terminated if the result of dividing (A) the exercise price of such Company Option by (B) the Exchange Ratio and rounding the result to the nearest tenth of one cent (hereinafter, the "Post-Merger Exercise Price"), is greater -------------------------- than the closing sale price of the Amalgamation:Parent Shares on the trading day immediately preceding the Effective Time ("Terminated Options"), and ------------------ (ii) if the Post-Merger Exercise Price of such Company Option is less than or equal to the closing sale price of the Parent Shares on the trading day immediately preceding the Effective Time, become and represent an option to purchase (a "Substitute Option") the number of ----------------- Parent Shares (rounded to the nearest full share) determined by multiplying (X) the number of Company Shares subject to such Company Option immediately prior to the Effective Time by (Y) the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the Post-Merger Exercise Price. Promptly after the Effective Time, Parent shall grant options to purchase Parent Shares to holders of Terminated Options in consideration for the termination thereof. The aggregate number of Parent Shares subject to such new options shall equal 14,382,923 minus (I) the number of Parent Shares subject to the Substitute Options, and (II) the product of (A) the number of shares of Company Common Stock issued upon exercise of Company Options between the date hereof and the Effective Time and (B) the Exchange Ratio. (aii) each Canopy Rivers Option outstanding It is the intent of the Parties that the Substitute Options shall qualify following the Effective Time as "incentive stock options" as defined in Section 422 of the Code to the extent that the related Company Options qualified as incentive stock options immediately prior to the Effective Time, whether or not vested, and the provisions of this Section 4.1(c) shall be cancelled -------------- applied consistent with such intent. (iii) Upon the Effective Time, each warrant to purchase shares of Company Common Stock that is outstanding and exchanged for one option unexercised (each, a "Company Warrant") shall become and represent a warrant to --------------- purchase (a "Substitute Warrant") a number of Parent Shares at an “AIM2 Replacement Option”------------------ exercise price as determined in accordance with the terms of such Company Warrant. (iv) of AIM2 entitling After the holder thereof to acquire (on substantially Effective Time, except as provided above in this Section 4.1(c), each Substitute Option and Substitute Warrant -------------- shall be exercisable upon the same terms and conditions as were applicable to such Canopy Rivers under the related Company Option immediately before or Company Warrant, as the Effective Time under agreement evidencing the grant)case may be, the number (rounded down to the nearest whole number) of New AIM2 Subordinated Voting Shares equal to the number of Canopy Rivers Subordinated Voting Shares subject to such Canopy Rivers Option immediately prior to the Effective Time. The exercise price per New AIM2 Subordinated Voting Share subject to any such AIM2 Replacement Option shall be equal to the exercise price per Canopy Rivers Subordinated Voting Share subject to such Canopy Rivers Option immediately before the Effective Time, provided that the exercise price shall be adjusted to the extent, if any, required to ensure that the AIM2 Replacement Option In The Money Amount immediately after the exchange does not exceed the Canopy Rivers Option In the Money Amount of the exchanged Canopy Rivers Option immediately before the Effective Time so that subsection 7(1.4) of the Tax Act, if otherwise applicable, shall apply to the exchange of the Canopy Rivers Options; (b) each Canopy Rivers Warrant outstanding immediately prior to the Effective Time will be cancelled and exchanged for one warrant (“AIM2 Replacement Warrants”) of AIM2 entitling the holder thereof after giving effect to acquire (on substantially the same terms and conditions as were applicable to any provision contained in such Canopy Rivers Company Option, Company Warrant immediately before the Effective Time under agreement evidencing the grant) one New AIM2 Subordinated Voting Share at the same exercise price per New AIM2 Subordinated Voting Share or related agreement, as the Canopy Rivers Warrant;case may be, providing for accelerated vesting as a result of this Agreement. (cv) The Company agrees that, after the AIM2 date of this Agreement, it will not grant any stock appreciation rights or limited stock appreciation rights and will not permit cash payments to holders of Company Options outstanding immediately before or Company Warrants in lieu of the Effective Time shall continue substitution therefor of Substitute Options and Substitute Warrants, as described in effect unamended, except to the extent their terms this Section 4.1(c). Parent will be adjusted (in accordance with the terms of such AIM2 Options) to reflect the Consolidation (including the reserve a sufficient number of New AIM2 Subordinated Voting ------------- Parent Shares issuable thereunder for issuance under this Section 4.1(c) and the exercise price of each AIM2 Option), and following the completion of the Business Combination, the AIM2 Options will remain in effect until the earlier of: (i) the date that is 12 months from the Effective Date; and (ii) the original expiry date(s) of such AIM2 Options; and (d) the AIM2 Broker Warrants outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Broker Warrants) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Shares issuable thereunder and the exercise price of each AIM2 Broker Warrant), and following the completion of the Business Combination, the AIM2 Broker Warrants will remain in effect until the original expiry date(s) of such AIM2 Broker WarrantsSection 6.16 -------------- ------------ hereof.

Outstanding Options and Warrants. Each Party agrees (i) Prior to the Effective Time, each option to purchase shares of Company Common Stock that upon completion is outstanding and unexercised pursuant to the Company Option Plans (each, a "COMPANY OPTION") in effect on the date hereof shall (i) to the fullest extent permitted by the applicable plans and option agreements, be terminated if the result of dividing (A) the exercise price of such Company Option by (B) the Exchange Ratio and rounding the result to the nearest tenth of one cent (hereinafter, the "POST-MERGER EXERCISE PRICE"), is greater than the closing sale price of the Amalgamation:Parent Shares on the trading day immediately preceding the Effective Time ("TERMINATED OPTIONS"), and (ii) if the Post-Merger Exercise Price of such Company Option is less than or equal to the closing sale price of the Parent Shares on the trading day immediately preceding the Effective Time, become and represent an option to purchase (a "SUBSTITUTE OPTION") the number of Parent Shares (rounded to the nearest full share) determined by multiplying (X) the number of Company Shares subject to such Company Option immediately prior to the Effective Time by (Y) the Exchange Ratio, at an exercise price per share of Parent Common Stock equal to the Post-Merger Exercise Price. Promptly after the Effective Time, Parent shall grant options to purchase Parent Shares to holders of Terminated Options in consideration for the termination thereof. The aggregate number of Parent Shares subject to such new options shall equal 14,382,923 MINUS (I) the number of Parent Shares subject to the Substitute Options, and (II) the product of (A) the number of shares of Company Common Stock issued upon exercise of Company Options between the date hereof and the Effective Time and (B) the Exchange Ratio. (aii) each Canopy Rivers Option outstanding It is the intent of the Parties that the Substitute Options shall qualify following the Effective Time as "incentive stock options" as defined in Section 422 of the Code to the extent that the related Company Options qualified as incentive stock options immediately prior to the Effective Time, whether or not vested, and the provisions of this SECTION 4.1(c) shall be cancelled applied consistent with such intent. (iii) Upon the Effective Time, each warrant to purchase shares of Company Common Stock that is outstanding and exchanged for one option unexercised (each, a "COMPANY WARRANT") shall become and represent a warrant to purchase (a "SUBSTITUTE WARRANT") a number of Parent Shares at an “AIM2 Replacement Option”exercise price as determined in accordance with the terms of such Company Warrant. (iv) of AIM2 entitling After the holder thereof to acquire (on substantially Effective Time, except as provided above in this SECTION 4.1(c), each Substitute Option and Substitute Warrant shall be exercisable upon the same terms and conditions as were applicable to such Canopy Rivers under the related Company Option immediately before or Company Warrant, as the Effective Time under agreement evidencing the grant)case may be, the number (rounded down to the nearest whole number) of New AIM2 Subordinated Voting Shares equal to the number of Canopy Rivers Subordinated Voting Shares subject to such Canopy Rivers Option immediately prior to the Effective Time. The exercise price per New AIM2 Subordinated Voting Share subject to any such AIM2 Replacement Option shall be equal to the exercise price per Canopy Rivers Subordinated Voting Share subject to such Canopy Rivers Option immediately before the Effective Time, provided that the exercise price shall be adjusted to the extent, if any, required to ensure that the AIM2 Replacement Option In The Money Amount immediately after the exchange does not exceed the Canopy Rivers Option In the Money Amount of the exchanged Canopy Rivers Option immediately before the Effective Time so that subsection 7(1.4) of the Tax Act, if otherwise applicable, shall apply to the exchange of the Canopy Rivers Options; (b) each Canopy Rivers Warrant outstanding immediately prior to the Effective Time will be cancelled and exchanged for one warrant (“AIM2 Replacement Warrants”) of AIM2 entitling the holder thereof after giving effect to acquire (on substantially the same terms and conditions as were applicable to any provision contained in such Canopy Rivers Company Option, Company Warrant immediately before the Effective Time under agreement evidencing the grant) one New AIM2 Subordinated Voting Share at the same exercise price per New AIM2 Subordinated Voting Share or related agreement, as the Canopy Rivers Warrant;case may be, providing for accelerated vesting as a result of this Agreement. (cv) The Company agrees that, after the AIM2 date of this Agreement, it will not grant any stock appreciation rights or limited stock appreciation rights and will not permit cash payments to holders of Company Options outstanding immediately before or Company Warrants in lieu of the Effective Time shall continue substitution therefor of Substitute Options and Substitute Warrants, as described in effect unamended, except to the extent their terms this SECTION 4.1(c). Parent will be adjusted (in accordance with the terms of such AIM2 Options) to reflect the Consolidation (including the reserve a sufficient number of New AIM2 Subordinated Voting Parent Shares issuable thereunder for issuance under this SECTION 4.1(c) and the exercise price of each AIM2 Option), and following the completion of the Business Combination, the AIM2 Options will remain in effect until the earlier of: (i) the date that is 12 months from the Effective Date; and (ii) the original expiry date(s) of such AIM2 Options; and (d) the AIM2 Broker Warrants outstanding immediately before the Effective Time shall continue in effect unamended, except to the extent their terms will be adjusted (in accordance with the terms of such AIM2 Broker Warrants) to reflect the Consolidation (including the number of New AIM2 Subordinated Voting Shares issuable thereunder and the exercise price of each AIM2 Broker Warrant), and following the completion of the Business Combination, the AIM2 Broker Warrants will remain in effect until the original expiry date(s) of such AIM2 Broker WarrantsSECTION 6.16 hereof.