Common use of Treatment of Company Options Clause in Contracts

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the ClosingEffective Time, the Company’s Company Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Planthereof) shall will adopt such resolutions or and take such all other actions as may be required to adjust the terms of all Vested Company Options necessary and Unvested Company Options as necessary appropriate to provide that, at : (i) immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (the “Company Options”), under any employee, consultant or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including the Company’s Amended and Restated 2005 Stock Incentive Plan and the Company’s 2014 Equity Incentive Award Plan, (the “Company Stock Option Plans”), whether or not then exercisable or vested, will vest (in the case of a Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, that is subject to substantially a performance-based vesting condition, vesting will be determined in accordance with the same terms and conditions as were applicable under to the award) and be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option will only be entitled to receive, in consideration of the cancellation of such Company OptionOption and in full settlement therefor, a payment in cash of an amount equal to the product of (A) the total number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock Shares previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”); (ii) from and after the Effective Time, any such cancelled Company Option will no longer be exercisable by the former holder thereof, but will only entitle such holder to the payment of the Option Payment; and (iii) if the exercise price per Share of any such Company Option is equal to or greater than the Merger Consideration or, in the case of a Company Option that is subject to a performance-based vesting condition, to the extent the applicable performance-based vesting condition has not been satisfied as of immediately prior to the Effective Time by and such portion of the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock Company Option is not required (rounded down pursuant to the nearest whole centterms and conditions applicable to the award) equal to (x) become vested in connection with the exercise price per share of Company Common Stock of transactions contemplated by this Agreement, such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of cancelled immediately prior to the Effective Time, on a pro rata basis as set forth Time without any payment being made in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsrespect thereof. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (ia) No outstanding Company Option (whether vested or unvested) shall be assumed by, continued in effect, or replaced by the Acquirer pursuant to or in connection with the transactions contemplated by this Agreement. Prior to the ClosingEffective Date, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) Company shall adopt such resolutions or take such other all actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, cause each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms that is outstanding and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option unexercised as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down Date to become vested in full immediately prior to the nearest whole centEffective Date. Upon the Effective Date, pursuant to the terms of the Company Share Plans and subject to the terms and conditions of this Agreement, each Company Option that is outstanding and unexercised immediately prior to the Effective Date shall be (by virtue of the Acquisition and without any action on the part of any person) cancelled and extinguished. Each cancelled Company Option that is an In-the-Money Option shall be converted automatically and entirely into the right of the former holder thereof to receive an amount of consideration (the “Option Consideration”) in cash equal to the product obtained by multiplying (i) the number of Company Shares subject to such cancelled Company Option by (ii) the positive difference between (x) the Per Share Consideration Cash Value and (y) the exercise price per share of Company Common Stock of Share subject to such Company Option divided by (y) the Closing Exchange RatioOption, in each case as set forth to be paid in accordance with Clause 1.1(b) of this Schedule 1. Each Company Option that is not an In-the-Money Option shall, in accordance with the Closing Consideration Spreadsheetterms of the Company Share Plans, be cancelled and extinguished without the payment of consideration with respect to such cancelled Company Option. (iib) Parent The Acquirer shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on cause the applicable anniversary Option Consideration to be paid to each former holder of an In-the-Money Option on or about the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations first payroll date of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable or applicable Affiliate thereof occurring at least 10 business days after the Effective TimeDate. Such payment of Option Consideration (reduced by applicable Tax withholding) shall be made either (i) through the payroll systems of the Company or applicable Affiliate thereof to each former holder entitled to Option Consideration (other than any such holder with respect to which the Company and its Affiliates have no Tax withholding obligations), Parent shall deliver or (ii) in cash by the Company or applicable Affiliate thereof to each former holder entitled to Option Consideration with respect to which the Company and its Affiliates have no Tax withholding obligations. Conversion from United States Dollars to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and currency used for the agreements evidencing the grants of such Converted Stock Option Company or applicable Affiliate shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)follow established Company policy or practice.

Treatment of Company Options. (a) As soon as practicable following the date hereof, the Company Board shall adopt any resolutions, in form and substance reasonably satisfactory to Parent, and the Company shall take any additional actions that may be reasonably necessary or that Parent reasonably considers appropriate (under the Company Stock Plans or otherwise) to provide that (i) Prior each holder of Company Options (whether or not then vested or exercisable) shall be provided with a notice pursuant to which all outstanding Company Options held by such holder shall become fully vested and may be exercised by such holder beginning on the twentieth (20th) Business Day prior to the ClosingInitial Offer Expiration Time through the Initial Offer Expiration Time, which accelerated vesting and exercise shall be contingent on the occurrence of the Merger Closing (such period, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan“Option Notice Period”) shall adopt such resolutions or take such other actions as may be required to adjust in accordance with the terms and conditions of all Vested the applicable Company Stock Plan and award agreement under which such Company Options were granted and Unvested (ii) to the extent that any Company Options as necessary to provide thatOption is not so exercised during the Option Notice Period, at the Effective Time, each such Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of cancelled immediately prior to the Effective Time by the Merger Closing Exchange Ratiowithout any consideration or payment in respect thereof; provided that, at an exercise price per share of Parent Class A Common Stock (rounded down notwithstanding anything to the nearest whole cent) equal to contrary, in the event that (x) the holder of a Company Option does not exercise price per share of Company Common Stock of such Company Option divided by during the Option Notice Period and (y) such Company Option has a per share exercise price that is less than the Closing Exchange RatioOffer Price, in each case as set forth in such Company Option shall be automatically deemed to have been exercised by net settlement contingent on, and effective immediately prior to, the Closing Consideration SpreadsheetMerger Closing. (iib) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior Prior to the Effective Time, on a pro rata basis the Company shall take all such lawful action as set forth may be necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, without incurring any liability in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up connection therewith) to provide for and give effect to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in transactions contemplated by this Section 3.2(a)(ii4.6. Except as otherwise agreed to in writing by the parties hereto after the Agreement Date, the Company will ensure that: (i) until the anniversary Company Stock Plans will terminate as of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations ; and (ii) no participant in any of the Company Stock Plans shall have any right under the Equity Incentive Planany such Company Stock Plan to acquire (directly or indirectly), each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable at or any time after the Effective Time, Parent shall deliver any capital stock or other equity interest of the Company, the Surviving Corporation or any other Person. (c) Prior to the holders Effective Time, the Company shall use commercially reasonable efforts to cause any dispositions of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue Equity Securities in effect on the same terms and conditions (connection with this Agreement by each individual who is subject to the adjustments required reporting requirements of Section 16(a) of the Exchange Act to be approved by this Section 3.2 after giving effect the Company Board or a committee of two or more non-employee directors of the Company (as such term is defined in Rule 16b-3 promulgated under the Exchange Act). Such approval shall specify: (A) the name of each officer or director, (B) the number of securities to be disposed of for each named person, and (C) that the Merger)approval is granted for purposes of exempting the transaction under Rule 16b-3 promulgated under the Exchange Act.

Treatment of Company Options. (i) Prior As of immediately prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Merger Effective Time, each vested and unvested Company Option that is outstanding other than an Underwater Option shall become vested and exercisable in full and shall, to the extent not exercised as of the Company Merger Effective Time, be canceled and shall entitle the holder thereof to receive at the Company Merger Effective Time the positive amount of Option Consideration (subject to any applicable withholding or other Taxes required by Applicable Law to be withheld, which withholding shall first be applied against the cash portion of the Option Consideration) attributable to such Company Option; provided, however, that the cash portion of such Option Consideration shall be payable solely from cash provided to the Exchange Agent by Parent (and not, for the avoidance of doubt, by Parent External Adviser); provided, further, that the foregoing shall in no way reduce the amount of Option Consideration payable in respect of a Company Option under this Agreement, it being understood and agreed that notwithstanding anything herein to the contrary, the Total Cash Consideration in respect of each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms amount as the product of (i) the Cash Consideration as defined in Section 2.2(a)(ii) without reduction and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying ii) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Company Merger Effective Time by Time. Following the Closing Exchange RatioCompany Merger Effective Time, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of any such canceled Company Option shall no longer be exercisable for Company Common Stock and shall entitle the holder of such canceled Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue only to the Company Stockholders Option Consideration, which shall be paid as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after following the Company Merger Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock . Any Underwater Option shall continue in effect on be canceled and shall terminate at the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Company Merger Effective Time with no consideration paid therefor.

Treatment of Company Options. (ia) No outstanding Company Option (whether vested or unvested) shall be assumed by, continued in effect, or replaced by the Acquirer pursuant to or in connection with the transactions contemplated by this Agreement. Prior to the Effective Date, the Company shall take all actions required to cause each Company Option that is outstanding and unexercised as of the closing of the Acquisition (the “Closing”) to become vested in full immediately prior to the Closing. Upon the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required pursuant to adjust the terms of all Vested the Company Options Share Plans and Unvested Company Options as necessary subject to provide that, at the Effective Timeterms and conditions of this Agreement, each Company Option that is outstanding and unexercised upon the Closing shall be (by virtue of the Acquisition and without any action on the part of any person) cancelled and extinguished. Each cancelled Company Option that is an In-the-Money Option shall be converted automatically and entirely into the right of the former holder thereof to receive an option amount of consideration (a the “Converted Stock OptionOption Consideration”) in cash equal to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, product obtained by multiplying (i) the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock Shares subject to such cancelled Company Option as of immediately prior to by (ii) the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to positive difference between (x) the Per Share Consideration Cash Value and (y) the exercise price per share of Company Common Stock of Share subject to such Company Option divided by (y) the Closing Exchange RatioOption, in each case as set forth to be paid in accordance with Clause 1.1(b) of this Schedule 1. Each Company Option that is not an In-the-Money Option shall, in accordance with the Closing Consideration Spreadsheetterms of the Company Share Plans, be cancelled and extinguished without the payment of consideration with respect to such cancelled Company Option. (iib) Parent The Acquirer shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on cause the applicable anniversary Option Consideration to be paid to each former holder of an In-the-Money Option on or about the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations first payroll date of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable or applicable Affiliate thereof occurring at least 10 business days after the Effective TimeDate. Such payment of Option Consideration (reduced by applicable Tax withholding) shall be made either (i) through the payroll systems of the Company or applicable Affiliate thereof to each former holder entitled to Option Consideration (other than any such holder with respect to which the Company and its Affiliates have no Tax withholding obligations), Parent shall deliver or (ii) in cash by the Company or applicable Affiliate thereof to each former holder entitled to Option Consideration with respect to which the Company and its Affiliates have no Tax withholding obligations. Conversion from United States Dollars to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and currency used for the agreements evidencing the grants of such Converted Stock Option Company or applicable Affiliate shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)follow established Company policy or practice.

Treatment of Company Options. Section 5.9(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: (ia) Prior Subject to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive PlanSection 5.9(b) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Timebelow, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms outstanding and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of unexercised immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down shall become fully vested and exercisable immediately prior to the nearest whole centEffective Time. The portion of each Company Option that is vested and exercisable at the Effective Time (after taking into account the acceleration of vesting set forth in the preceding sentence) shall be cancelled and terminated at the Effective Time in exchange for a cash payment (without interest), to be made by Parent or the Surviving Corporation promptly following the Effective Time, equal to the product of: (xi) the number of Company Shares subject to such Company Option immediately prior to the Effective Time; multiplied by (ii) the excess, if any, of the Offer Price over the exercise price per share Company Share subject to such Company Option immediately prior to the Effective Time. The Company shall, prior to the Acceptance Time, take all action and give any notices necessary to effect the treatment of the Company Common Stock Options contemplated by this Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and cash settlement of such Company Option divided by Options as an Employment Compensation Arrangement.” Section 5.9(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: (yb) Notwithstanding anything to the Closing Exchange Ratio, in each case as contrary set forth in Section 5.9(a), the Closing Consideration Spreadsheet. portion of any Company Option that is: (i) unvested immediately prior to the Effective Time and (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstandingheld by a person who, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on does not have a pro rata basis status that entitles such person to accrue service towards increased vesting in such unvested option (either pursuant to the regular policies of the Company or provisions contained in applicable Company Options), shall be cancelled and terminated at the Effective Time with no payment made in respect thereof (except to the extent such cancellation and termination is prohibited by applicable Legal Requirements, in which case such portion shall become fully vested and exercisable immediately prior to the Effective Time as set forth in the Closing Consideration Spreadsheet, a number first sentence of shares Section 5.9(a)). Section 5.9(d) of the Merger Agreement is hereby deleted in its entirety. The definitions of “Parent Class A Common Stock (rounded up Shares,” “Parent Share Price,” “Price Ratio,” and “Share Ratio,” and the cross reference to the nearest whole share) equal definition of “Assumed Option,” each appearing in Exhibit A to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth Merger Agreement, are hereby deleted in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionstheir entirety. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (a) Immediately prior to the Effective Time, (i) each In-the-Money Option then outstanding (whether vested or unvested) shall be cancelled and converted as of the Effective Time into the right to receive an amount in cash equal to the product of (A) the excess of the cash value of the Common Per Share Mixed Consideration (based on the Parent Stock Value) over the exercise price per share of such In-the-Money Option, and (B) the number of shares of Company Common Stock then subject to such In-the-Money Option, to be paid in accordance with Section 2.4(b), and (ii) each Company Option that is not an In-the-Money Option will be cancelled and forfeited for no consideration. (b) From and after the Effective Time, the former holder of any Company Option shall have no further rights with respect to Company Options, other than the right to receive payment in accordance with Section 2.4(a). No later than Parent's first ordinary payroll payment date that is at least three (3) Business Days after the Closing, Parent shall cause to be paid to each former holder of Company Options who has delivered to the Company and/or Parent a duly executed Option Letter of Transmittal on or prior to the Closing Date the cash consideration to be paid to such former holder of Company Options pursuant to Section 2.4(a) as set forth on the Closing Consideration Schedule (less the amount to be deposited into the escrow accounts pursuant to Section 2.8), which shall be paid through the payroll system of Parent or its Subsidiary subject to applicable Tax withholding. From time to time following the Closing, Parent shall promptly cause to be paid to each former holder of Company Options who delivers to the Surviving Corporation and/or Parent a duly executed Option Letter of Transmittal following the Closing Date the cash consideration to be paid to such former holder of Company Options pursuant to Section 2.4(a) as set forth on the Closing Consideration Schedule (less the amount deposited into the escrow accounts pursuant to Section 2.8), which shall be paid through the payroll system of Parent or its Subsidiary subject to applicable Tax withholding. (c) Prior to the ClosingEffective Time, the Company’s Company Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Planthereof) shall adopt such appropriate resolutions or and take such all other actions as may be necessary or appropriate (including obtaining any required consents) to adjust effect the terms of all Vested Company Options transactions described in this Section 2.4, and Unvested Company Options as necessary to provide ensure that, at following the Effective Time, each no former holder of a Company Option shall be converted into an option (a “Converted have any right to acquire any Company Capital Stock Option”) or to acquirereceive any payment, subject right or benefit with respect to substantially the same terms and conditions as were applicable any award previously granted under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders Equity Plan, except the right to receive a payment with respect thereto as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth provided in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options2.4. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the ClosingNo Company Option shall be assumed by Parent, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) and each outstanding Company Option shall adopt such resolutions be canceled or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, terminated at the Effective Time (without regard to the exercise price thereof). (ii) Immediately prior to the Effective Time, and conditioned on the consummation of the Merger, each Company Option shall be converted into an option cancelled and each holder of a Company In the Money Option shall automatically (without any further action required of such holder) be entitled to a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up cash payment equal to the nearest whole share), determined by multiplying product of (1) the number of shares of Company Common Stock subject to underlying all Company In the Money Options held by such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of holder immediately prior to the Effective Time, on a pro rata basis as set forth in multiplied by (2) the Closing Consideration SpreadsheetCommon Value Per Share, a number and minus (3) the aggregate amount necessary to exercise all of shares of Parent Class A Common Stock the Company In the Money Options held by such holder (rounded up to the nearest whole share) equal to “Option Merger Consideration”). At the shares of Parent Class A Common Stock that would have otherwise been issuable same time the Company distributes the Notice Materials pursuant to Section 5.1(a) hereof, the Company shall provide to each holder of any unexercised Converted Stock Company In the Money Option an informational notice describing the treatment of Company Options that expired or were otherwise forfeited during the preceding yearpursuant to this Section 1.7. Parent shall continue make the cash payment required pursuant to reserve and distribute shares the foregoing provisions of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii1.7(d)(ii) until to each holder of Company In the anniversary Money Options as promptly as reasonably practicable after the Closing. The payment of the Closing Date on which there Option Merger Consideration to a Company Optionholder shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are no outstanding and unexercised Converted Stock Optionsso withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Company Optionholder. (iii) At Prior to the Effective Time, Parent and subject to the reasonable review and approval of Parent, the Company shall assume have taken all obligations actions necessary to effect the transactions anticipated by this Section 1.7(d) under the Plan, all Company Option agreements, and any other plan or arrangement of the Company under (whether written or oral, formal or informal), including delivering all required notices (the Equity Incentive Plan, each outstanding Converted Stock Option “Optionholder Notices”) and obtaining any required consents necessary to effectuate the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders provisions of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Agreement.

Treatment of Company Options. (ia) Prior Buyer will not assume any Company Option that is outstanding immediately prior to the Closing, whether or not then exercisable. Each Qualifying Company Option that is outstanding and unexercised immediately prior to the Closing will, by virtue of the Transactions and pursuant to this Agreement and the Company Option Plan, and without any further action on the part of any Optionholder, terminate and be cancelled and immediately cease to have any further force or effect, at which time such Optionholder shall have the right to receive with respect to each share of Company Stock issuable upon exercise thereof, an amount in cash (less Tax withholdings required by applicable Law) equal to the Per Share Option Consideration Amount, less the per share exercise price of such Company Option. The aggregate amount paid or payable to the Optionholders pursuant to this Section 2.3(a) is referred to herein as the “Option Consideration.” (b) All Company Options that are outstanding immediately prior to the Closing (whether vested or unvested) and that are not Qualifying Company Options will terminate and cease to be outstanding at the Closing without any further action by the holder thereof in accordance with the terms of the Company Option Plan or any agreement evidencing such Company Options, as applicable, without the payment of any consideration in respect thereof. (c) As soon as practicable following the Closing, Buyer will cause the Company to pay to each Optionholder through payroll, with respect to each share of Company Stock issuable upon exercise thereof, an amount in cash equal to the Per Share Option Consideration Amount, less the per share exercise price of such Company Option, less applicable withholdings and payroll Taxes. (d) The Company shall, prior to the Closing, take or cause to be taken, all actions (i) necessary to provide for and give effect to the transactions contemplated by this Section 2.3 and (ii) necessary to terminate the Company Option Plan effective as of the Closing. Additionally, the Company’s Board board of Directors (ordirectors will take actions to give effect to the transactions contemplated by this Section 2.3 and will approve the notice to Optionholders contemplated by Section 6.6. The Company will provide Buyer with drafts of, if appropriateand a reasonable opportunity to comment upon, all resolutions relating to the Company Option Plan, any committee thereof administering written notice provided to holders of Company Options pursuant to the Equity Incentive terms of the Company Option Plan or any stock option agreement used under the Company Option Plan) shall adopt such resolutions or take such , and other written actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving give effect to the Merger)provisions of this Section 2.3.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board As of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option (or portion thereof) that is outstanding and unexercised and is vested as of the Effective Time (each, a “Vested Company Option”), shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially canceled by virtue of the same terms Merger and conditions as were applicable under such without any action on the part of any holder of any Vested Company Option, in consideration for the right to receive a cash payment with respect thereto equal to the product of (x) the number of shares of Parent Class A Common Stock subject to such Vested Company Option as of the Effective Time and (rounded up y) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such Vested Company Option as of the Effective Time (the “Vested Option Cash Payment”). The Surviving Corporation shall cause each Vested Option Cash Payment to be paid, less any required withholding Taxes, as promptly as practicable following the Effective Time. For the avoidance of doubt, if the exercise price per share of Common Stock subject to a Vested Company Option as of the Effective Time equals or exceeds the Merger Consideration, such Vested Company Option shall be cancelled for no consideration as of the Effective Time, and the holder thereof shall have no further rights with respect thereto. (ii) As of the Effective Time, each Company Option (or portion thereof) that is outstanding, unexercised and unvested as of Effective Time (each, an “Unvested Company Option”), shall, unless otherwise agreed to by Parent and selected holders thereof, be canceled by virtue of the Merger and without any action on the part of any holder of any Unvested Company Option, in consideration for the right to receive, following the Effective Time and subject to the nearest whole share)conditions below, determined by multiplying a cash payment with respect thereto equal to the product of (x) the number of shares of Common Stock subject to such Unvested Company Option as of the Effective Time and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such Unvested Company Option as of the Effective Time (the “Unvested Option Cash Payment”). The Unvested Option Cash Payment which a former holder of an Unvested Company Option may be eligible to receive shall (1) be earned subject to the same vesting schedule and other vesting terms and conditions (including any applicable acceleration provisions, except as otherwise agreed to by Parent and selected holders thereof in writing with respect to acceleration provisions relating to certain specified employment or other service termination rights) which applied to such holder’s Unvested Company Option as of the Effective Time and (2) become payable, less any required withholding Taxes, on the date or dates that such Unvested Company Option would have become vested under the vesting schedule in place for such Unvested Company Option as of the Effective Time (or an alternative date during the month in which such Unvested Company Option would otherwise vest); provided, that in no event shall any Unvested Option Cash Payment be paid later than the last day of the calendar year in which the Effective Time occurs. For the avoidance of doubt, if the exercise price per share of Common Stock subject to an Unvested Company Option as of the Effective Time equals or exceeds the Merger Consideration, such Unvested Company Option shall be cancelled for no consideration as of the Effective Time, and the holder thereof shall have no further rights with respect thereto. (iii) As of the Effective Time, all Company Options (whether vested or unvested) shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive, in respect of a Company Option with an exercise price per share of Common Stock subject to such Company Option as of immediately prior to the Effective Time by that is less than the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part ofMerger Consideration, the Exchange Fund established pursuant to Section 3.4(a). AnnuallyVested Option Cash Payment and/or the Unvested Option Cash Payment, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsapplicable. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (ia) Prior to Each Company Option, whether or not vested or exercisable, shall, by virtue of the ClosingMerger and without any further action on the part of Parent, Merger Sub, the Company’s Board , the holder of Directors (orthe Company Option or any other Person, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, cancelled at the Effective Time. Subject to Section 1.05(b), upon the cancellation of each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up holder thereof will cease to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject have any rights with respect to such that Company Option as other than the right to receive with respect to each In-the-Money Option, (a) an amount of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock cash (rounded down to the nearest whole centcent after aggregation of all amounts payable in respect of all In-the-Money Options held by a holder of Company Options, without interest, and subject to deduction for any required withholding Tax) equal to the product of (xi) the exercise price per share number of Company Common Stock Shares as to which such In-the-Money Option was vested and exercisable immediately prior to the Effective Time (including the number of Company Shares as to which such Company In-the-Money Option divided by (ybecomes vested and exercisable in connection with the Merger) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. and (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary excess of the Closing Date, Parent shall issue to Per Share Merger Consideration over the Company Stockholders as per share exercise price of such In-the-Money Option immediately prior to the Effective Time, on a pro rata basis and (b) any amounts that may become payable in respect of that In-the-Money Option in respect of the net working capital adjustment under Section 1.10 or from the Escrow Fund as set forth provided in this Agreement and the Closing Consideration SpreadsheetEscrow Agreement, a number of shares of Parent Class A Common Stock (rounded up in each case at such time and subject to the nearest whole share) equal conditions specified in this Agreement and the Escrow Agreement. For the avoidance of doubt, any Company Option that is not an In-the-Money Option will not have any right to receive any consideration in respect of such Company Option. The aggregate amount paid or payable in respect of the shares cancellation of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock the In-the-Money Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii1.05 is referred to herein as the “Option Consideration.” For the avoidance of doubt, (i) until as and when the anniversary Option Consideration becomes payable to holders of In-the-Money Options who are Employees, such amounts shall be delivered by Parent to the Surviving Corporation for payroll processing (to the extent applicable), and the Surviving Corporation will disburse such payments, net of applicable Tax withholdings, to the former holders of such In-the-Money Options who are Employees and (ii) the employer portion of the Taxes related to those payments will be an Included Current Liability. Promptly following the Closing Date Date, the Paying Agent shall pay, by check, the Option Consideration payable to any non-Employee holder of an In-the-Money Option and shall deliver such check to the address set forth on which there are no outstanding and unexercised Converted Stock Optionssuch holder’s Option Surrender Form. (iiib) At It shall be a condition to the Effective Time, Parent shall assume all obligations receipt of the payments described in Section 1.05(a) by a holder of a Company under Option, that such holder of a Company Option has delivered an executed option surrender form, in the Equity Incentive Plan, each outstanding Converted Stock form attached hereto as Exhibit D (the “Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the MergerSurrender Form”).

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option that is outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, by virtue of the Closing Exchange RatioMerger and without any further action on the part of the holders thereof, at Parent, Purchaser or the Company, each Company Option that is then outstanding and unexercised as of immediately before the Effective Time shall be cancelled and converted into the right to receive cash in an exercise price per share of Parent Class A Common Stock (rounded down amount equal to the nearest whole cent) equal to product of (xi) the exercise price per share total number of Company Common Stock of Shares subject to such fully vested Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth multiplied by (ii) the excess of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option, which amount shall be paid in accordance with Section 2.8(b) (the Closing “Option Consideration”). Any Company Option that has an exercise price that equals or exceeds the Merger Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are be canceled for no outstanding and unexercised Converted Stock Optionsconsideration. (iiib) At On the Surviving Corporation’s next regularly scheduled payroll date following the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable Time (but no later than ten (10) business days after the Effective Time), Parent shall, or shall deliver cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through the Surviving Corporation’s or the applicable Subsidiary’s payroll the aggregate Option Consideration payable with respect to Company Options held by current or former employees of the Company (net of any withholding Taxes required to be deducted and withheld by applicable Legal Requirements in accordance with Section 2.6(e)); provided, however, that to the holders extent the holder of Converted Stock Options appropriate notices setting forth such holders’ rightsa Company Option is not, and was not at any time during the agreements evidencing vesting period of the grants Company Option, an employee of the Company for employment tax purposes, the Option Consideration payable pursuant to this Section 2.8 with respect to such Converted Stock Company Option shall continue be deposited in effect on the same terms Payment Fund and conditions (subject to paid by the adjustments required by this Paying Agent in the manner described in Section 3.2 after giving effect to the Merger)2.6.

Treatment of Company Options. (i) Prior Except as otherwise agreed to in writing prior to the ClosingEffective Time by Parent and a Company Optionholder with respect to any of such Company Optionholder’s Company Options, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required prior to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, the Company shall take or cause to be taken any and all actions necessary to cause (x) all outstanding Company Options, whether subject to time-based, performance-based or other vesting conditions, to become fully vested and exercisable as of immediately prior to the Effective Time, and (y) each outstanding Company Option shall that is so vested and exercisable immediately prior to the Effective Time (after giving effect to clause (x) above) to be cancelled and terminated as of the Effective Time, and converted into the right of the Company Optionholder thereof to receive the following (collectively, the “Company Option Merger Consideration”): (i) an option amount in cash equal to the product of (a “Converted A) the excess (if any) of (1) the Per Share Portion of the Estimated Merger Consideration over (2) the applicable exercise price per share of Company Common Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable issuable under such Company Option, the number of shares of Parent Class A Common Stock multiplied by (rounded up to the nearest whole share), determined by multiplying B) the number of shares of Company Common Stock subject to such Company Option as (the “Company Optionholder Closing Consideration”); (ii) an amount in cash equal to (A) the product of immediately prior to (1) the Effective Time by the Closing Exchange Ratio, at an exercise price per share number of Parent Class A shares of Company Common Stock subject to such Company Option multiplied by (rounded down to 2) the nearest whole cent) equal to excess, if any, of (x) the sum of the Per Share Portion of the Additional Consideration (if any) plus the Per Share Portion of the Estimated Merger Consideration over (y) the applicable exercise price per share of Company Common Stock issuable under such Company Option, minus (B) the amount, if any, described in clause (y)(i) of this Section 3.1(c) (the “Additional Company Optionholder Consideration”); and (iii) an amount in cash equal to (A) the product of (1) the number of shares of Company Common Stock subject to such Company Option divided multiplied by (2) the excess, if any, of (x) the sum of the Per Share Portion of Holdback Remainder Consideration (if any) plus the Per Share Portion of the Additional Consideration (if any) plus the Per Share Portion of the Estimated Merger Consideration over (y) the Closing Exchange Ratioapplicable exercise price per share of Company Common Stock issuable under such Company Option, minus (B) the sum of the amounts, if any, described in clauses (y)(i) and (y)(ii) of this Section 3.1(c) (the “Company Optionholder Holdback Remainder Consideration”), in each case as set forth in case, without interest. For the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares avoidance of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstandingdoubt, no Company Optionholder holding an outstanding Company Option that is vested and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of exercisable immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock Time (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to clause (x) above) and has an exercise price per share of Company Common Stock issuable under such Company Option that is equal to or greater than the MergerPer Share Portion of the Final Merger Consideration shall be entitled to any payment with respect to such Common Option before or after the Effective Time and all such Company Options shall be cancelled for no consideration. Except as otherwise agreed to in writing by Parent and a Company Optionholder with respect to any of such Company Optionholder’s Company Options, subject to compliance by each Company Optionholder with Section 3.2(c), all payments of (i) Company Optionholder Closing Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Company Optionholder no later than the next payroll payment date of the Company but in no event sooner than three (3) Business Days after the Closing Date, (ii) any Additional Company Optionholder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Company Optionholder no later than the next payroll payment date that is no earlier than three (3) Business Days after the date the Surviving Corporation receives such Additional Company Optionholder Consideration (if any) pursuant Section 3.6(f)(iv)(D) and (iii) any Company Optionholder Holdback Remainder Consideration shall be made (without interest and subject to applicable Tax withholding) by or on behalf of the Surviving Corporation to such Company Optionholder no later than the next payroll payment date that is no earlier than three (3) Business Days after the date the Surviving Corporation receives such Company Optionholder Holdback Remainder Consideration (if any) pursuant Section 3.12(a)(iv).

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each Vested Company Option that is outstanding as of immediately prior to the Effective Time shall be canceled and extinguished and converted into an option (a “Converted Stock Option”) the right to acquirereceive, subject to substantially Section 2.11, (i) the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined Option Per Share Closing Consideration multiplied by multiplying the number of shares of Company Common Stock underlying the Vested Company Option (provided that the aggregate Option Per Share Closing Consideration payable to any Vested Optionholder shall be calculated after aggregating all shares of Company Common Stock subject to Vested Company Options held by such Vested Optionholder, rounding the aggregate Option Per Share Closing Cash Consideration payable in respect of such Vested Company Options down to the nearest whole cent and rounding the aggregate Option Per Share Closing Stock Consideration payable in respect of such Vested Company Options down to the nearest whole share of Parent Stock), (ii) the right to receive a portion of the Adjustment Amount, if any, payable to the Indemnitors in accordance with Section 2.08(b)(vii), (iii) the right to receive distributions, if any, from the Indemnity Escrow Fund in accordance with Article 10 and the Escrow Agreement and (iv) the right to receive distributions, if any, of the Securityholder Expense Fund pursuant to Section 11.01(c) (collectively, the “Vested Option Consideration”). Payments of the Vested Option Consideration to current and former employees of the Acquired Companies shall be remitted through the payroll system of the Surviving Company. The Option Per Share Closing Consideration payable to Vested Optionholders under this Section 2.06(a) shall be paid as soon as administratively practicable, but in no event more than four (4) Business Days, following the Effective Time. (b) Except as provided in Section 2.06(c), each Unvested Company Option that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and converted into an option covering Parent Stock (each Company Option so assumed by Parent, an “Assumed Option”). Following the Effective Time, each such Assumed Option will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option documents (including the applicable Company Equity Incentive Plan and stock option agreement or other document evidencing such Company Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Assumed Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of unvested shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Closing Exchange ratio of Per Share Consideration Value to the Parent Stock Price (such ratio, the “Conversion Ratio”), at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole centnumber of shares of Parent Stock and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such Assumed Option will be equal to (x) the quotient determined by dividing the exercise price per share of Company Common Stock of at which such Company Option divided was exercisable immediately prior to the Effective Time by (y) the Closing Exchange Conversion Ratio, in rounded up to the nearest whole cent. Following the Effective Time, the Parent Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Board of Directors or any committee thereof with respect to each case as set forth in the Closing Consideration SpreadsheetAssumed Option. (iic) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Each Company Stockholders Option outstanding as of immediately prior to the Effective Time, on a pro rata basis Time that has an exercise price per share that is equal to or greater than the Per Share Consideration Value shall be canceled and extinguished as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up immediately prior to the nearest whole shareEffective Time without any payment or consideration therefor. In addition, (i) equal to each Company Option held by a non-employee director or former non-employee director, if any, of any Acquired Company, shall be canceled and extinguished at the shares Effective Time and the holder thereof shall be paid the consideration contemplated by Section 2.06(a) in connection with such cancellation and extinguishment, and (ii) each Company Option held by a consultant or former consultant, if any, of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Acquired Company, shall be canceled and extinguished at the Effective Time and, if such Company Option is a Vested Company Option, the holder thereof shall be paid the consideration contemplated by Section 2.06(a) in connection with such cancellation and extinguishment. In no event shall the Company Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth described in this Section 3.2(a)(ii2.06(c) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsbe assumed by Parent. (iiid) At The Acquired Companies shall, prior to the Effective Time, Parent shall assume take all obligations actions, including obtaining appropriate resolutions of the Company under the Equity Incentive PlanBoard of Directors and providing all notices and obtaining all consents, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, that are necessary or desirable or reasonably requested by Parent shall deliver to give effect to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required transactions contemplated by this Section 3.2 after giving effect 2.06 and Section 2.07 below. Parent shall be entitled to the Merger)advance review and approval of all such documents, which review and approval shall not be unreasonably withheld, conditioned or delayed.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan“Company Board”) shall will adopt such appropriate resolutions or and take such all other actions as may be required to adjust the terms of all Vested Company Options necessary and Unvested Company Options as necessary appropriate to provide that, at the Effective Time, that each unexpired and unexercised Company Option shall be converted into an stock option (a “Converted Stock Company Option”) that is outstanding immediately prior to acquirethe Effective Time shall become 100% vested and may be exercised or, subject if not exercised will be cancelled. After such resolutions have been adopted by the Company Board, prior to substantially the same terms and conditions as were applicable under such Company OptionClosing, the number of shares of Parent Class A Common Stock (rounded up Company will provide a notice to the nearest whole share), determined by multiplying holders of the number of shares of Company Common Stock subject to such Options apprising them that all Company Option Options that are unexercised as of immediately prior to the Effective Time will be cancelled in accordance with the Company’s 2011 Equity Incentive Plan, as amended through the date hereof (the “Option Plan”), which notice shall include a copy of this Agreement and the required Support Agreement. Subject to the execution of a Support Agreement in the form attached hereto as Exhibit F (“Support Agreement”) and delivery of such executed Support Agreement to Xxxxxx, Purchaser or the Paying Agent, each holder of any such cancelled Vested Company Option will be paid by the Closing Exchange RatioSurviving Corporation in consideration of the cancellation of such Vested Company Option and in settlement therefor, at an exercise price per share of Parent Class A Common Stock amount in cash (rounded down without interest and subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the nearest whole centCompany) equal to the product of (xA) the exercise price per share total number of shares of Company Common Stock of with respect to which such Vested Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders was vested as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to any acceleration of vesting of such Vested Company Option in connection with the Mergertransactions contemplated by this Agreement, and (B) the excess of the Common Stock Per Share Amount over the exercise price per share of the Company Common Stock previously subject to such Vested Company Option (the “Option Consideration”); provided that a portion of each such amount will be withheld from such Company Holder as part of the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder complies with the exchange procedures set forth herein and those determined by the Purchaser. When the Option Consideration and any amounts payable out of the Escrow Fund to the holder of a cancelled Vested Company Option become due and payable to a holder of cancelled Vested Company Options (whether in accordance with this Agreement or the Escrow Agreement), the Surviving Corporation shall promptly cause such amounts to be disbursed to such holder through the Surviving Corporation’s payroll system, net of applicable Tax withholding. (ii) Except as provided in this Agreement or as otherwise agreed by Purchaser and the Company, each Company Option, the Option Plan and any other plan, program or arrangement providing for the issuance or grant of any interest in respect of Company Common Stock, will be terminated by the Company as of the Effective Time.

Treatment of Company Options. (ia) Prior to At the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Acquisition Merger Effective Time, each Company Option shall will be assumed by PubCo and converted into an option granted under and subject to the LTIP (a “Converted Stock Rollover Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, purchase the number of shares of Parent Class A Common Stock PubCo Ordinary Shares equal to the product (rounded up down to the nearest whole share), determined by multiplying number) of: (x) the number of shares of Company Common Stock Shares subject to such the Company Option as of immediately prior to before the Acquisition Merger Effective Time Time, multiplied by (y) the Closing Share Exchange Ratio, at an exercise price per share of Parent Class A Common Stock PubCo Ordinary Share (rounded down up to the nearest whole cent) equal to the quotient of: (xi) the exercise price per share Company Share of Company Common Stock of such the Company Option immediately before the Acquisition Merger Effective Time, divided by (yii) the Closing Share Exchange Ratio, ; provided that the conversion will occur in each case as set forth a manner intended to comply with: (A) the requirements of Section 409A of the Code and; (B) in the Closing Consideration Spreadsheetcase of any Rollover Option that is an “incentive stock option,” the requirements of Section 424 of the Code. (iib) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not Each Rollover Option will be delivered to, or constitute part of, the Exchange Fund established pursuant subject to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (including as to vesting, expiry and forfeiture provisions) that applied to the corresponding Company Option immediately before the Acquisition Merger Effective Time, except: (i) as provided above in this Section 2.3; or (ii) as to any terms that are rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that are subject to any such option), or any other immaterial administrative changes that the adjustments required by PubCo Board (or the compensation committee of the PubCo Board) determines in good faith are appropriate to effect the administration of the Rollover Options. (c) At or before the Acquisition Merger Effective Time, the parties and their respective boards of directors, as applicable, will adopt any resolutions and take any actions that are reasonably necessary to effect the treatment of the Company Options pursuant to this Section 3.2 after giving 2.3 before the Acquisition Closing, the Company will take, or cause to be taken, all other reasonably necessary or appropriate actions under the Long Term Incentive Plan of the Company, under the underlying grant, award or similar agreement to give effect to the Merger)provisions of this Section 2.3.

Treatment of Company Options. (ia) Prior All Company Options that are outstanding and unexercised immediately prior to the ClosingMerger Effective Time, the Company’s Board of Directors (orwhether or not then vested or exercisable, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide thatshall, at the Merger Effective Time, each Company Option be assumed by Parent and shall be converted into a stock option to acquire Parent Common Stock without any further action on the part of the holder thereof. From and after the Merger Effective Time, all references to the Company in the Company Option Plan and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Option Plan as of the Merger Effective Time in accordance with an option assumption agreement to be delivered to the Company by Parent at the Closing. Each Company Option assumed by Parent (each, a “Converted Stock "Substitute Option”") to acquire, subject to substantially shall be exercisable upon the same terms and conditions as were under the Company Option Plan and the applicable under option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock equal to the product of (i) the number of shares of Class B Nonvoting Common Stock for which such Company OptionOption is exercisable (or would be exercisable, if vested) as of immediately prior to the Merger Effective Time and (ii) the number of shares of Parent Class A Common Stock included in the Per Share Stock Consideration payable to a holder of Class B Nonvoting Common Stock at the Merger Effective Time in accordance with this Article II and (B) the exercise price per share of Parent Common Stock shall be an amount equal to (i) the option exercise price per share of Class B Nonvoting Common Stock underlying such Company Option in effect immediately prior to the Merger Effective Time divided by (ii) the number of shares of Parent Common Stock included in the Per Share Stock Consideration payable to a holder of Class B Nonvoting Common Stock at the Merger Effective Time in accordance with this Article II (the option price per share, as so determined, being rounded up upward to the nearest whole sharefull cent). Such Substitute Option shall otherwise be subject to the same terms and conditions as applicable to the related Company Option immediately prior to the Merger Effective Time. (b) As soon as practicable after the Merger Effective Time, determined by multiplying the Parent shall deliver, or cause to be delivered, to each holder of a Substitute Option an appropriate notice setting forth such holder's rights pursuant thereto. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Substitute Options pursuant to the terms set forth in this Section 2.16. As soon as reasonably practicable after the Merger Effective Time, if applicable, the shares of Company Common Stock subject to such Company Option as of immediately prior Substitute Options will be covered by an effective registration statement on Form S-8 (or any successor form) or another appropriate form, and Parent shall use its reasonable efforts to maintain the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock effectiveness of such Company Option divided by (y) the Closing Exchange Ratio, in each case registration statement for so long as set forth in the Closing Consideration SpreadsheetSubstitute Options remain outstanding. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board As of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option (whether or not vested) that is outstanding and that is not designated as a Rollover Option Award prior to the Effective Time, in the form and manner agreed by the Company and Parent, shall be converted into canceled and shall entitle the holder thereof to receive in exchange therefore as soon as practicable following the Effective Time, an option amount in cash (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were any applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up withholding or other Taxes or other amounts required by applicable Law to be withheld) equal to the nearest whole share), determined by multiplying product of (i) the total number of shares of Company Common Stock subject to such Company Option (determined as if all performance conditions have been achieved at the greater of immediately (x) the target level and (y) actual performance through the date of the latest practicable date prior to the Effective Time Closing Date, as determined by the Closing Exchange Ratiocompensation committee of the board of directors of the Company in its discretion (the “Company Compensation Committee”)) and (ii) the excess, at an exercise price per share if any, of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) Merger Consideration, over the exercise price per share of Company Common Stock of underlying such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a“Option Cash Payment”). Annually, and on the applicable anniversary As of the Closing DateEffective Time, Parent shall issue to the each Company Stockholders as of immediately Option that is outstanding and designated prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheetform and manner agreed by the Company and Parent, as a Rollover Option Award, shall be substituted for options of Parent (“Substituted Parent Option Award”) to purchase a number of shares Class A units of Parent Class A Common Stock (rounded up to having an exercise price and value, in each case on the nearest whole share) equal to the shares date of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve grant, as determined in a manner which complies with Sections 424 and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary 409A of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At Code, as applicable. Following the Effective Time, the Company Options shall no longer be exercisable and shall entitle the Company Option holder only to the Option Cash Payment or the Substituted Parent shall assume all obligations Option Award, as applicable, which, in the case of the Company under Option Cash Payment, shall be paid as of, or promptly following, the Equity Incentive PlanEffective Time (but in no event later than the fifth (5th) Business Day following the Closing Date) or, each outstanding Converted Stock in the case of the Substituted Parent Option and the agreements evidencing the grants thereof. As soon Award, shall be issued as practicable after of the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior Immediately prior to the ClosingEffective Time, each unvested option granted under the CompanyStock Plans to purchase Shares that is outstanding and unexercised shall vest in full. The Company shall, within 10 business days after the date of this Agreement, provide each holder of any such option that was granted under the 2008 Plan (each, a “2008 Plan Option”) with written notice of such anticipated vesting immediately prior to the Effective Time and such holder’s Board of Directors (orability to exercise such holder’s 2008 Plan Option immediately following such vesting, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required subject to adjust the terms of such 2008 Plan Option and the consummation of the Merger. Each such holder shall be entitled to, on or prior to October 31, 2013, notify the Company of such holder’s intent to exercise such holder’s 2008 Plan Option following such vesting, subject to the terms of such 2008 Plan Option and the consummation of the Merger. To the extent that any such holder notifies the Company of such holder’s intent to exercise such holder’s 2008 Plan Option following vesting (as described above) and such holder’s 2008 Plan Option is so exercised in accordance with the terms thereof, any shares of Class A Common Stock received upon such exercise shall be considered outstanding Shares for all Vested purposes of this Agreement, including the right of the holder thereof to receive the Per Share Merger Consideration in accordance with Article IV, less any required withholding and payroll Taxes. Each option granted under the Stock Plans to purchase Shares that is outstanding and unexercised as of the Effective Time (each, a “Company Options Option”) shall be canceled, and Unvested the holder thereof shall be entitled to receive immediately prior to the Effective Time from the Company, in consideration for such cancellation, an amount in cash equal to the product of(i) the number of Shares subject to such Company Options as necessary Option immediately prior to provide the Effective Time; and (ii) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share of such Company Option immediately prior to the Effective Time, less any required withholding and payroll Taxes (collectively, the “Option Payments”). No holder of a Company Option that, at as of immediately prior to such cancellation, has an exercise price per Share that is equal to or greater than the Per Share Merger Consideration shall be entitled to any payment with respect to such cancelled Company Option. From and after the Effective Time, each Company Option shall no longer be converted into an option (a “Converted Stock Option”) to acquireexercisable by the former holder thereof, subject to substantially the same terms and conditions as were applicable under shall only entitle such Company Option, the number of shares of Parent Class A Common Stock (rounded up holder to the nearest whole share)Option Payment, determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereofif any. As soon as practicable after following the Effective TimeClosing (but no later than 15 days following the Closing), Parent the Surviving Corporation shall deliver make the Option Payment, if any, due to each holder of a Company Option by a special payroll payment through the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Company’s or Parent’s payroll.

Treatment of Company Options. (i) Company Options will not be continued, assumed or substituted by the Surviving Corporation or Parent as part of the Merger. Prior to the Closing, the Company’s Board board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall directors will adopt such appropriate resolutions or and will take such all other actions as may be required necessary and appropriate to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, cause each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of that is outstanding immediately prior to the Effective Time, on whether vested or unvested, to become fully vested and be cancelled and converted into the right to receive (subject to the terms and conditions of this Agreement and the Option Termination Agreements) a pro rata basis as cash payment with respect thereto equal to the Company Option Payment Amount set forth in on the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth updated in accordance with this Section 3.2(a)(ii) until the anniversary 1, less any applicable withholding Taxes. As of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations Company Options will automatically cease to exist, and each holder of a Company Option will cease to have any rights with respect thereto, except the right to receive the Company Option Payment Amount set forth on the Consideration Spreadsheet, as updated in accordance with this Section 1, if any, subject to the terms and conditions of this Agreement and the Option Termination Agreement. In accordance with this Agreement and the Option Termination Agreements, as promptly as reasonably practicable following the date that any portion of the Company under Option Payment Amount set forth on the Equity Incentive PlanConsideration Spreadsheet is due (and, each outstanding Converted Stock Option and with respect to payments made as of the agreements evidencing Closing, if any, no later than the grants thereof. As soon as practicable first regular payroll date occurring at least three Business Days after the Effective Time), Parent shall deliver the Surviving Corporation, through the Surviving Corporation’s payroll system, will pay to each former holder of Company Options such Company Option Payment Amounts as such holder will be entitled to receive pursuant to this Section 1.12 and the holder’s Option Termination Agreement, reduced by applicable withholding Taxes; provided, that, consistent with Section 5.4(f)(iii), if and to the extent that any Contingency Amount is released to former holders of Converted Stock Options appropriate notices setting forth such holders’ rightsCompany Options, and the agreements evidencing the grants of such Converted Stock Option it shall continue in effect on the same terms and conditions (not be subject to the adjustments required by this Section 3.2 after giving effect to the Merger)withholding or processed through payroll.

Treatment of Company Options. (i) Prior No Company Option shall be assumed or otherwise replaced by Parent. Immediately prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, and conditioned on the consummation of the Merger, each Company Option (whether vested or unvested and regardless of the exercise price thereof) shall be converted into an option cancelled and each holder of a Company In the Money Option shall automatically (a “Converted Stock Option”without any further action required of such holder, other than as specified in Section 1.6(c)(iv) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up below) be entitled to the nearest whole share), determined by multiplying right to receive the Option Merger Consideration as follows in this Section 1.6(c): (1) Each holder of a Company In the Money Option shall receive a cash payment in an amount equal to the product of (1) the number of shares of Company Common Stock subject to underlying all Company In the Money Options held by such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of holder immediately prior to the Effective Time, on multiplied by (2) the Upfront Consideration Per Share, and minus (3) the aggregate amount necessary to exercise all of the Company In the Money Options held by such holder (the “Upfront Option Merger Consideration”). (2) On the Contingent Consideration Payment Date, and subject to the provisions of Article VI, each holder of a pro rata basis as set forth Company In the Money Option shall be entitled to receive a cash payment in an amount equal to the Closing Consideration Spreadsheet, a product of (1) the number of shares of Parent Class A Company Common Stock (rounded up underlying all Company In the Money Options held by such holder immediately prior to the nearest whole shareEffective Time, multiplied by (2) equal the Contingent Consideration Per Share (the “Contingent Option Merger Consideration”). (ii) The payment of the Upfront Option Merger Consideration or the Contingent Option Merger Consideration, as applicable, by the Surviving Corporation to a holder of a Company In the Money Option shall be reduced by any income or employment Tax withholding required under the Code or any provision of state, local or foreign tax Law and shall be subject to the shares provisions of Parent Class A Common Stock Article VI. To the extent that would have otherwise amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been issuable pursuant paid to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary applicable holder of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsCompany In the Money Option. (iii) At the Effective TimeNo consideration shall be paid by Parent, Parent shall assume all obligations of Sub or the Company under to effectuate the Equity Incentive Plan, each outstanding Converted Stock cancellation and termination of any Company Option and with an exercise price greater than the agreements evidencing the grants thereof. As soon as practicable Aggregate Consideration Per Share. (iv) Promptly after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required reasonable review and approval of Parent, the Surviving Corporation shall take all actions reasonably necessary to effect the transactions anticipated by this Section 3.2 after giving effect 1.6(c) under the Plans, all Company Option agreements, and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all required notices and obtaining any required consents necessary to effectuate the Merger).provisions of this Agreement, provided that no holder of an Option shall be entitled to receive cash as specified under Section 1.6(c)(i) unless and until such holder executes an Option Waiver in the form attached hereto as Exhibit G.

Treatment of Company Options. (ia) Prior Immediately prior to the ClosingEffective Time, the Company’s Board of Directors Company shall cause each Company Option that is then outstanding (orwhether such Company Option is vested or unvested, if appropriate, any committee thereof administering but not to the Equity Incentive Planextent it has theretofore been exercised) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options become fully vested and Unvested Company Options as necessary to provide that, at exercisable in full. At the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, to the extent then outstanding and unexercised, will be automatically cancelled and extinguished and converted at the Effective Time into the right to receive the following consideration (such consideration, the “Optionholder Merger Consideration” and, together with the Capital Stock Merger Consideration, the “Merger Consideration”): (i) within three (3) Business Days following the next regular payroll period of the Company following the Closing Date, a number of shares of Parent Class A Buyer Common Stock (Stock, rounded up down to the nearest whole share), determined equal to the quotient of (i) (A) the Per Share Amount multiplied by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time that were covered by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock unexercised portion of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis minus (B) the aggregate exercise price of the unexercised portion of such Company Option, divided by (ii) the Buyer Common Stock Average VWAP Price calculated as set forth in of the day immediately prior to the Closing Date (such shares, “Optionholder Closing Stock Consideration”); (ii) an amount equal to the Additional Merger Consideration SpreadsheetPer Share Amount with respect to any Additional Merger Consideration, payable in cash or Milestone Stock Consideration, as applicable, pursuant to terms of this Agreement; and (iii) notwithstanding the foregoing or anything to the contrary herein, to the extent a Withholding Person is required pursuant to Section 2.19 to deduct and withhold any Tax from the Optionholder Merger Consideration or Additional Merger Consideration Per Share Amount, as applicable, the number of shares of Buyer Common Stock that would otherwise have been delivered in respect of such Optionholder Merger Consideration or Additional Merger Consideration Per Share Amount, respectively, under the terms of this Agreement shall be reduced by a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) having a fair market value approximately equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionssuch Tax. (iiib) At Prior to the Effective Time, Parent the Company shall assume adopt all obligations resolutions and take all actions that were necessary or desirable to effectuate the provisions of this Section 2.9 and terminated all Company Options and other rights outstanding under the Company Equity Plan and the Company Equity Plan, in each case contingent on and effective as of the Company under Closing and with no Liability to Buyer other than the Equity Incentive Plan, each outstanding Converted Stock Option and obligation to deliver the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue amounts described in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)2.9.

Treatment of Company Options. (a) Immediately prior to the First Effective Time, for each Person who holds any Company Option that is an In-The-Money Option, (i) Prior if such Person is an Accredited Investor, each outstanding In-The-Money Option then held by such Person shall be cancelled and converted as of the First Effective Time into the right to receive (A) an amount in cash equal to the ClosingOption/Warrant AI Cash Consideration with respect to such In-The-Money Option, to be paid in accordance with Section 2.4(c), and (B) a number of shares of Parent Stock equal to the Option/Warrant AI Stock Consideration with respect to such In-The-Money Option to be delivered in accordance with Section 2.4(c), or (ii) if such Person is not an Accredited Investor, each outstanding In-The-Money Option then held by such Person shall be cancelled and converted as of the First Effective Time into the right to receive an amount in cash equal to the Option/Warrant Non-AI Consideration with respect to such In-The-Money Option, to be paid in accordance with Section 2.4(c) with respect to such In-The-Money Option. Each Company Option that is an Out-Of-The-Money Option, if any, whether vested or unvested, shall be cancelled and forfeited for no consideration. (b) Each Company Option that is outstanding and unvested (after taking into account any accelerated vesting that occurs immediately prior to, or in connection with, the Company’s Board First Effective Time) and is not an Out-Of-The-Money Option as of Directors the First Effective Time (orthe “Unvested Options”) shall, if appropriate, any committee thereof administering as of the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the First Effective Time, each Company Option shall automatically and without any action on the part of the holder thereof, be assumed by Parent and converted into an option to purchase Parent Stock (a the “Converted Stock OptionAssumed Options”) to acquire, subject to substantially under the same Parent Plan on the terms and conditions as were applicable under such Company Optionset forth in this Section 2.4(b). Accordingly, from and after the First Effective Time, (i) each Assumed Option may be exercised solely for shares of Parent Stock; (ii) the number of shares of Parent Class A Common Stock subject to each Assumed Option shall equal the product of (rounded up to the nearest whole share), determined by multiplying the A) such number of shares of Company Common Stock that were subject to such Company Assumed Option as of immediately prior to the First Effective Time multiplied by (B) the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded Ratio and rounding the resulting number down to the nearest whole centnumber of shares of Parent Stock; and (iii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such Assumed Option shall equal to the quotient of (xX) the exercise price per share of Company Common Stock of subject to such Company Assumed Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the First Effective Time, on a pro rata basis as set forth in Time divided by (Y) the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded Exchange Ratio and rounding the resulting exercise price up to the nearest whole sharecent. The conversion and assumption of Assumed Options hereunder is intended to comply with Section 409A of the Code and the applicable regulations thereunder (including Treas. Reg. Section 1.409A-1(b)(5)(v)(D)) equal and, for the avoidance of doubt, each Assumed Option shall continue to have and be governed by the same terms and conditions as were applicable immediately prior to the First Effective Time, including the expiration date, vesting conditions and exercise rights, except for administrative changes or changes resulting from the Assumed Options being subject to the Parent Plan, in each case, that are not materially adverse to the holder of such Assumed Option or to which the holder consents. For the avoidance of doubt, Parent may also elect to convert and assume (on the same basis set forth in this Section 2.4(b)) the share reserve available under the Company Equity Plan as of the First Effective Time into the Parent Plan to the extent permitted under and in accordance with applicable law. (c) From and after the First Effective Time, the former holder of any Company Option (other than holders of Assumed Options, which shall be treated in accordance with Section 2.4(b)) shall have no further rights with respect to Company Options, other than the right to receive payment in accordance with Section 2.4(a). No later than the Second Surviving Company’s first ordinary payroll payment date that is at least three (3) Business Days after the Closing, Parent shall cause to be paid or delivered to each former holder of In-The-Money Options that is an Employee Optionholder the applicable Option/Warrant Consideration to be paid or delivered to such former holder of In-The-Money Options pursuant to Section 2.4(a) as set forth on the Closing Consideration Schedule (less the amount to be deposited into the escrow accounts pursuant to Section 2.8), the cash portion of which (in the aggregate, the “Employee Option Cash Amount”) shall be paid through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding in respect of the entire applicable Option/Warrant Consideration payable to such former holder of In-The-Money Options. (d) Prior to the First Effective Time, the board of directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions reasonably necessary or appropriate (including obtaining any required consents) to effect the transactions described in this Section 2.4, and to ensure that, following the First Effective Time, no former holder of a Company Option shall have any right to acquire any Company Capital Stock or to receive any payment, right or benefit with respect to any award previously granted under the Company Equity Plan, except the right to receive a payment with respect thereto as provided in this Section 2.4, Section 2.8 and Section 2.9, or the Assumed Options, as applicable. (e) Parent shall file with the SEC, as soon as reasonably practicable following the Closing, a registration statement on Form S-8 (or any successor form), if available for use by Parent (or, if Form S-8 is not available, other appropriate forms as may be required under applicable Law) relating to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant with respect to any unexercised Converted Stock the Assumed Options that expired or were otherwise forfeited during and (if applicable) the preceding year. Parent shall continue to assumed and converted share reserve and distribute shares of Parent Class A Common Stock as set forth available under the Company Equity Plan in accordance with this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options2.4. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (ia) Company Options will not be continued, assumed or substituted by the Surviving Corporation or Parent as part of the Merger. Prior to the Closing, the Company’s Board board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall directors will adopt such appropriate resolutions or and will take such all other actions as may be required necessary and appropriate to adjust the terms of all Vested cause each Company Options and Unvested Company Options as necessary Option that is outstanding immediately prior to provide that, at the Effective Time, each Company Option shall whether vested or unvested, to be cancelled and converted into an option the right to receive (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, of this Agreement and the number of shares of Parent Class A Common Stock (rounded up Option Termination Agreements) cash payments with respect thereto equal to the nearest whole share)amounts set forth on the Consideration Spreadsheet, determined by multiplying as updated in accordance with this Section 1, less any applicable withholding Taxes , at the number time(s) described herein. (b) As of shares of the Effective Time, all Company Common Stock subject to such Company Option Options that are vested as of immediately prior to the Effective Time (“Vested Company Options”) will be cancelled and converted into the right to receive (i) promptly after the Effective Time, an amount in cash, without interest, equal to the product of (A) the aggregate number of Company Shares for which such Vested Company Option was vested immediately prior to the Effective Time, multiplied by (B) the difference between the per Company Share amount of the Closing Exchange Ratio, at an Cash Consideration minus the per share exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by Option, (yii) a Pro Rata Portion of the release of any Escrow Amount or Final Adjustment Amount payable to Company Securityholders, (iii) the Closing Exchange Ratioportion of each Earn-out Payment, in each case as set forth if any, payable with respect to such Company Option in the Closing manner provided in Section 1.6 and (iv) a Reallocation Pro Rata Portion of the release of any Total Reallocated Merger Consideration Spreadsheetpayable to the Company Securityholders as provided in Section 1.17. (iic) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary As of the Closing DateEffective Time, Parent shall issue to the all Company Stockholders Options that are unvested as of immediately prior to the Effective TimeTime (“Unvested Company Options”) will be cancelled and converted into the right to receive, within 15 days after the applicable date or dates on which such Unvested Company Option would have become vested pursuant to its original terms (including without limitation as a result of any accelerated vesting resulting from a termination of employment), but provided that such Company Optionholder remains in continuous service with the Company, the Parent or an affiliate thereof on each such date, (1) the amount described in Section 1.13(b)(i) above and (2) at such time following the Effective Time as payments are made to Company Stockholders, the amounts described in Sections 1.13(b)(ii), (iii) and (iv) above (or, if such payments have already been made to Company Stockholders, at the same time as the payment is made to such former Company Optionholder pursuant to Clause (1) above). Notwithstanding the foregoing sentence, the payment amounts pursuant to this Subsection (c) may be accrued, aggregated and paid on a pro rata quarterly basis as set forth in but no later than 30 days after the Closing Consideration Spreadsheetend of an applicable quarter, a number of shares of Parent Class A Common Stock (rounded up provided that the Company Optionholder need not remain employed on the payment date to receive such accrued payments. Notwithstanding anything to the nearest whole share) equal contrary in this subsection (c), any then-unvested Company Options as of the last day of the Second Measurement Period shall be accelerated in full with respect to any Company Optionholder who remains in continuous service to the shares Company, the Parent or an affiliate thereof on such date. Any amounts that do not become payable in respect of Parent Class A Common Stock that would have otherwise been issuable such Unvested Company Options pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during this subsection (c) shall become payable to the preceding year. Parent shall continue Company Securityholders pursuant to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options1.17 below. (iiid) At In accordance with this Agreement and the Effective TimeOption Termination Agreements, Parent shall assume all obligations as promptly as reasonably practicable in the ordinary course of business following the date that any portion of the Company under amount set forth on the Equity Incentive PlanConsideration Spreadsheet is due (and, each outstanding Converted Stock Option and with respect to payments made as of the agreements evidencing Closing, if any, no later than the grants thereof. As soon as practicable first regular payroll date occurring at least three Business Days after the Effective Time), Parent shall deliver the Surviving Corporation, through the Surviving Corporation’s payroll system, will pay to the former holders of Company Options such amounts as such holders will be entitled to receive pursuant to this Section 1.13 and the Option Termination Agreements, reduced by applicable withholding Taxes. (e) In accordance with Section 1.15 below, any portion of the proceeds payable with respect to any Company Option that is held in the Escrow Account will be subject to withholding for income and employment Taxes at such time as the amounts are payable to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants Company Options. Any portion of such Converted Stock any Earn-out Payment that becomes payable with respect to any Company Option shall continue in effect on the same terms and conditions (will be subject to withholding for income and employment Taxes as of the adjustments required by this Section 3.2 after giving effect to the Merger)applicable Earn-out Payment Date.

Treatment of Company Options. (ia) Prior Each Company Option that is outstanding immediately prior to the Closing, whether vested or unvested, shall, automatically and without any required action on the Companypart of the holder thereof, be cancelled in consideration for the right of the holder thereof to receive (i) the holder’s Board Pro Rata Share of Directors the Closing Payment (or, if appropriate, any committee thereof administering in excess of 4.166% of the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms exercise price of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option) by wire transfer of immediately available funds in accordance with written instructions that the Member Representative shall have provided to Acquiror together with the Preliminary Statement, and (ii) the holder’s Pro Rata Share of the Equity Consideration (with a fair market value in excess of 95.834% of the exercise price of such Company Option). On or prior to the Closing Date, Acquiror shall provide notice to the Exchange Agent instructing it as to the payment of the Equity Consideration in accordance with the foregoing to each holder of Company Options entitled to receive such consideration hereunder, including the delivery of copy (or relevant portion) of the final register of Company Option holders certified by an officer of the Company. Notwithstanding anything to the contrary contained herein, no fraction of a share of Acquiror Class A Common Stock will be issued by virtue of the Transactions, and each person who would otherwise be entitled to a fraction of a share of Acquiror Class A Common Stock (after aggregating all fractional shares of Acquiror Class A Common Stock that otherwise would be received by such holder) shall instead have the number of shares of Parent Acquiror Class A Common Stock (issued to such person rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Acquiror Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock Stock, without payment in lieu of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheetfractional shares. (iib) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant No later than twenty (20) Business Days prior to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as shall (x) adopt any resolutions and take any actions that are necessary to effectuate the treatment of immediately prior the Company Options pursuant to the Effective Timethis Section 2.06, on a pro rata basis as set forth in (y) take all actions necessary to ensure that, from and after the Closing Consideration SpreadsheetDate, a number of shares of Parent Class A Common no Company Options shall be outstanding under the Company Stock (rounded up to Plan and the nearest whole share) equal to the shares of Parent Class A Common Company Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock Plan is terminated as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted (z) have ensured that each holder of Company Options shall have executed an Employee Option-holder Lock-up, Unvested Stock Options.& Protective Covenant Agreement in the form attached as Exhibit D. (iiic) At the Effective TimeEach of Acquiror, Parent shall assume all obligations of the Company under and its agents shall be entitled to deduct and withhold from the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver consideration otherwise payable pursuant to this Agreement to the holders of Converted Stock Company Options appropriate notices setting forth such holders’ rights, amounts as it is required to deduct and withhold with respect to the agreements evidencing the grants making of such Converted Stock Option payment under the Code, or any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld or deducted by Acquiror, the Company or its agents, such withheld or deducted amounts shall continue in effect on the same terms and conditions (subject be treated for all purposes of this Agreement as having been paid to the adjustments required by this Section 3.2 after giving effect to the Merger)holders of Company Options (or intended recipients of compensatory payments) in respect of which such deduction and withholding was made.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board board of Directors (or, if appropriate, any committee thereof administering directors of the Equity Incentive Plan) shall adopt Company will take all necessary action such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at effective as of the Effective TimeClosing, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of outstanding immediately prior to the Effective Time by Closing Date (whether vested or unvested) will be cancelled in exchange for the Closing Exchange Ratio, at an exercise price per share right of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of Optionholder to receive from Purchaser: (i) on the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary such Optionholder’s Pro Rata Share of the Closing Date Optionholder Cash Consideration and such Optionholder’s Pro Rata Share of the Closing Optionholder Share Consideration and (ii) following Closing, such Optionholder’s Pro Rata Share of any distribution or payment made to Company Equityholders in accordance with Section 2.05. Payments to the Optionholders shall be conditioned on which there are no outstanding such Optionholder executing an option surrender agreement in substantially the form attached hereto on Exhibit D (the “Option Surrender Agreement”) that includes a waiver of liabilities with respect to the appointment of the Shareholders’ Representative and unexercised Converted Stock Options. corresponding acknowledgement of the cancellation of the Company Options in exchange for the right to receive the consideration allocated pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, (i) any amounts due and payable to the Optionholders pursuant to this Agreement in respect of Company Options received in connection with the performance of services as an employee of the Company or any of its Affiliates shall be funded from the applicable consideration paid by Purchaser and shall be paid, less any applicable withholding Taxes, to the applicable Optionholder, through the standard payroll procedures of the Company or another Affiliate or, if applicable, any third party payroll services provider engaged by the Company or another Affiliate (any amount payable in accordance with this Section 2.12, a “Payroll Payment Amount”), (ii) any Payroll Payment Amount shall be deducted from any amount to be paid by Parent or by the Escrow Agent, as applicable, under any provision of this Agreement, and (iii) At any such Payroll Payment Amount deducted pursuant to clause (ii) shall be deposited by Parent or the Effective TimeEscrow Agent, Parent shall assume all obligations as applicable, with the Company or another Affiliate or, if applicable, any applicable third party payroll services provider engaged by the Company or another Affiliate for payment to the applicable Optionholder in accordance with this Section 2.12. Prior to the Closing, the board of directors of the Company under will take all necessary action to terminate the Equity Company Incentive Plan, each outstanding Converted Stock Option effective as of and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to occurrence of the Merger)Closing, such that no further awards may be made under the Company Incentive Plan following the Closing.

Treatment of Company Options. (ia) Prior Each outstanding option to purchase shares of Company Capital Stock under the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option Plan (a “Converted Stock Company Option”) ), whether or not exercisable or vested, that is outstanding immediately prior to acquirethe Effective Time and held by an individual who will continue to provide services to or be employed by the Company immediately following the Effective Time (each such holder, subject to substantially the same terms an “Eligible Holder,” and conditions as were applicable under each such Company Option, a “Converted Company Option”), shall be substituted automatically, in a manner consistent with Sections 424 and 409A of the Code, pursuant to the terms and conditions of this Agreement and without further action by the parties hereto or the holders of Company Options with an option to purchase such number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), a “Parent Option”) as is determined by multiplying (a) the number of shares of Company Common Stock subject to such Converted Company Option immediately prior to the Effective Time by (b) the Option Ratio, rounded down to the nearest whole number of shares of Parent Stock. With respect to each Parent Option substituted for a Converted Company Option: (i) the per share exercise price for the shares of Parent Stock issuable upon exercise of such Parent Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Converted Company Option was exercisable immediately prior to the Effective Time by the Option Ratio, rounded up to the nearest whole cent, and (ii) the Parent Options shall not be exercisable prior to the time such Parent Options are vested. The Parent Options shall be granted under Parent’s 2014 Incentive Award Plan and, from and after the Effective Time, shall be administered in accordance therewith, except that such options shall continue to vest on the vesting schedule applicable to each such Converted Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case Time. As soon as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of reasonably practicable after the Closing Date, Parent shall issue to each individual who is a holder of a Parent Option a document evidencing the foregoing. (b) Each outstanding Company Stockholders as of Option, whether or not exercisable or vested, that is outstanding immediately prior to the Effective TimeTime and that is not a Converted Company Option shall not be converted as provided in Section 2.13(a) above, on and shall not otherwise be assumed or continued by Parent. As a pro rata basis as set forth in the Closing Consideration Spreadsheetresult, a number all of shares of Parent Class A Common Stock (rounded up such Company Options shall terminate immediately prior to the nearest whole shareEffective Time in accordance with the terms of the Company Option Plan. (c) equal The Company shall take such actions as are necessary to ensure that each Company Option may, by its respective terms, be treated at the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock Effective Time as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options2.13. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (a) Immediately prior to the Third Effective Time, the Company shall convert the exercise price and the Option Purchase Price of each then-outstanding Company Option which shall be expressed in U.S. dollars using the conversion rate published by the Central Bank of Brazil at the close of business on the day prior to the delivery of the Closing Payments Schedule. At the Third Effective Time: (i) Prior All Vested Company Options outstanding immediately prior to the ClosingThird Effective Time shall, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, be “net exercised” in full immediately prior to the Third Effective Time, pursuant to which (A) the Company will withhold a number of Company Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Vested Company Options, based on a price per Company Share equal to the Per Share Merger Consideration Value, and (B) at the Third Effective Time, such net number of Company Shares issuable to the Company Optionholder (after giving effect to clause (A) above) (the “Net Vested Option Shares”) shall be converted into a number of New PubCo Ordinary Shares determined by multiplying (1) such number of Net Vested Option Shares by (2) the Exchange Ratio, rounded to the nearest whole share. For the avoidance of doubt, (i) the rounding of any shares pursuant to this Section 3.3(a)(i) shall be determined on an award-by-award basis and (ii) the number of Net Vested Option Shares with respect to any applicable award of Vested Company Options will be determined (on an award-by-award basis) as follows: (I) first, the Company’s Board aggregate exercise price of Directors the applicable award of Vested Company Options will be determined by multiplying the aggregate number of Company Shares issuable pursuant to such award of Vested Company Options by the exercise price per Company Share applicable to each such Vested Company Option thereunder (orthe “Aggregate Exercise Price”), if appropriate, any committee thereof administering (II) then the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be number of Company Shares required to adjust satisfy the terms Aggregate Exercise Price applicable to such award of Vested Company Options will be determined by dividing the Aggregate Exercise Price of such award of Vested Company Options by the Per Share Merger Consideration Value (for these purposes, “Per Share Merger Consideration Value” will be calculated as the quotient of (a) (x) $620,000,000, plus (y) the aggregate per share exercise price with respect to all Vested Company Options outstanding immediately prior to Closing, as if such Vested Company Options were exercised in full immediately prior to the Closing (without giving effect to “net exercise” under this Section 3.3(a)(i)) divided by (b) the sum of (x) the Newco Shares outstanding immediately prior to the Third Effective Time (after giving effect to the Pre-Closing Exchange) and (y) the Company Shares that, immediately prior to the net exercise contemplated under this Section 3.3(a)(i), are issuable upon exercise in full of all then-outstanding Vested Company Options) (“Option Shares Needed to Cover”), (III) then the Net Vested Option Shares applicable to such award of Vested Company Options will be determined by subtracting the applicable Option Shares Needed to Cover from the aggregate number of Company Shares underlying such award of Vested Company Options. (ii) All outstanding Unvested Company Options as necessary immediately prior to provide thatthe Third Effective Time shall, at immediately prior to Closing, automatically and without any action on the Effective Timepart of any Company Optionholder or beneficiary thereof, be assumed by New PubCo, and each such Unvested Company Option shall be converted into an option to purchase New PubCo Ordinary Shares (each, a “Converted Stock Option”) ). Each Converted Option shall continue to acquire, have and be subject to substantially the same terms and conditions as were applicable under to such Unvested Company OptionOption immediately before the Third Effective Time (including vesting, expiration date and exercise provisions), except that: (x) each Converted Option shall be exercisable for that number of New PubCo Ordinary Shares equal to the product (rounded down to the nearest whole share) of (A) the number of shares Company Shares subject to the Unvested Company Option immediately before the Third Effective Time multiplied by (B) the Exchange Ratio; and (y) the per share exercise price for New PubCo Ordinary Share issuable upon exercise of Parent Class A Common Stock the Converted Option shall be equal to the quotient (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to obtained by dividing (xA) the exercise price per share Company Share of such Unvested Company Common Stock Option immediately before the Third Effective Time by (B) the Exchange Ratio; provided, however, that the exercise price and the number of New PubCo Ordinary Shares purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Unvested Company Option to which Section 422 of the Code applies, the exercise price and the number of New PubCo Ordinary Shares purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code. (b) Prior to the Third Effective Time, the Company shall deliver to each Company Optionholder a notice setting forth the effect of the Mergers (including the Third Merger) on such Company Optionholder’s Company Options and describing the treatment of such Company Option divided by (y) the Closing Exchange Ratio, Options in each case as set forth in the Closing Consideration Spreadsheetaccordance with this Section 3.3. (c) Prior to the Third Effective Time, the Company shall take all necessary or appropriate actions to: (i) effectuate the provisions of this Article III; and (ii) Parent shall at all times reserve ensure that after the net shares Effective Times (including the Third Effective Time), neither any holder of Parent Class A Common Stock issuable Company Options, any beneficiary thereof, nor any other participant in the aggregate upon exercise Company Share Plan shall have any right thereunder to acquire any securities of the Company or New PubCo or to receive any payment or benefit with respect to any award previously granted under the Company Share Plan, except as provided in this Article III. At the Third Effective Time, New PubCo shall assume the Company Share Plan, provided that all references to “Company” in the Company Share Plan and the documents governing the Converted Stock Options then outstandingafter the Effective Times (including the Third Effective Time) will be deemed references to New PubCo and the number of New PubCo Ordinary Shares available for awards under the Company Share Plan shall be determined by adjusting the number of Company Shares available for awards under the Company Share Plan immediately before the Third Effective Time in accordance with the Exchange Ratio; provided, and such shares that any New PubCo Ordinary Shares available for awards under the Company Share Plan as of the Third Effective Time shall not be delivered toavailable for future awards under either the Company Share Plan or the New PubCo Equity Plan following the Third Effective Time. (d) New PubCo shall (i) reserve for issuance the number of New PubCo Ordinary Shares that will become subject to the Converted Options and (ii) issue or cause to be issued the appropriate number of New PubCo Ordinary Shares, or constitute part of, upon the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary exercise of the Closing DateConverted Options. As soon as practicable following the Closing, Parent shall issue to New PubCo will prepare and file with the Company Stockholders as of immediately prior to the Effective Time, SEC a registration statement on a pro rata basis as set forth in the Closing Consideration Spreadsheet, Form S-8 (or other appropriate form) registering a number of shares of Parent Class A Common Stock (rounded up New PubCo Ordinary Shares necessary to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in fulfill New PubCo’s obligations under this Section 3.2(a)(ii) until 3.3. The Company and its counsel shall reasonably cooperate with and assist New PubCo in the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants preparation of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)registration statement.

Treatment of Company Options. (ia) Company Options are not continued, assumed, or substituted for by the Surviving Corporation or the Parent as part of the Merger. Instead, except only as set forth below in this Section 1.11(a) each Unvested Option and each Vested Option that is not exercised as of immediately prior to the Effective Time is cancelled at the Effective Time. Prior to the Closing, the Company shall provide a notice to the holders of Company Options apprising them that all Unvested Options and any Vested Options that are unexercised as of immediately prior to the Effective Time, are cancelled at the Effective Time and that any payment (as described in Section 1.11(b) below) with respect to any such unexercised Vested Options is contingent upon the holder thereof executing and delivering to the Company, an Option Termination Agreement in the form attached hereto as Exhibit E (an “Option Termination Agreement”). If a holder of Vested Options executes and delivers the Option Termination Agreement in accordance with this Section 1.11(a) his or her Vested Options are “Cashed-Out Options” for purposes of this Agreement. All Unvested Options and any Vested Options not exercised prior to the Effective Time and for which a holder does not so execute and deliver the Option Termination Agreement are “Forfeited Options” for purposes of this Agreement and the Company Stock Option Plan. (b) Prior to the Closing, the Company’s Board board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) directors shall adopt such appropriate resolutions or and take such all other actions as may be required reasonably necessary and appropriate to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, cause (i) each Company Cashed-Out Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of that is outstanding immediately prior to the Effective Time by to be cancelled and converted into the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock right to receive (rounded down subject to the nearest whole centterms and conditions of this Agreement and the Option Termination Agreement) a portion of the Aggregate Merger Consideration with respect thereto equal to the Vested Option Payment Amount, less any applicable withholding Taxes (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratiowith all withholding Taxes to be paid in cash), in each case as set forth in the Closing Consideration Spreadsheet. and (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of each Forfeited Option that is outstanding immediately prior to the Effective Time, on a pro rata basis whether vested or unvested to be canceled for no consideration as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At Effective Time. As of the Effective Time, Parent shall assume all obligations Company Options automatically cease to exist, and each holder of a Company Option ceases to have any rights with respect thereto, except the right to receive the Vested Option Payment Amount, if any. In accordance with this Agreement and the Option Termination Agreements, as promptly as administratively possible (and, with respect to payments made as of the Company under Closing, in any event no later than the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable second regular payroll date after the Effective Time) the Surviving Corporation, Parent through the Surviving Corporation’s payroll system, or the Paying Agent, as the case may be, shall deliver pay to the former holders of Converted Stock Cashed-Out Options appropriate notices setting forth such holders’ rights, amounts as such holders are entitled to receive pursuant to this Agreement and the agreements evidencing Option Termination Agreement, reduced by applicable withholding Taxes. Any portion of the grants proceeds payable with respect to any Company Option that is held in the Escrow Fund is reported as compensation income and only subject to withholding for income and employment Taxes at such time as the amounts are released and disbursed from the Escrow Fund and paid to the former holder of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Company Option.

Treatment of Company Options. (i) Prior to the ClosingAny outstanding, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested unexercised and unexpired Company Options and Unvested Company Options as necessary to provide Option that, at by its terms, is not vested and exercisable by the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of holder thereof immediately prior to the Effective Time shall be accelerated in full so that each Company Option is fully vested and exercisable as of the Effective Time, such accelerated vesting to be conditioned upon the consummation of the transactions contemplated in this Agreement. As soon as is reasonably practicable following the Effective Time, the Paying Agent shall deliver to each Option Holder (i) an option cancellation agreement, substantially in the form attached hereto as Exhibit A, which shall specify that the exercise, delivery and cancellation of each Company Option shall be deemed to be effected as of the Closing Date in exchange for an amount equal to the Option Merger Consideration Payable at Closing, and (ii) in the case of the Option Holders listed on Schedule 2.5, a Release Agreement executed by such Option Holder providing the Company with the authority to reduce such Option Holder’s portion of the Option Merger Consideration Payable at Closing by the Closing Exchange Ratio, at an exercise price per share amount of Parent Class A Common Stock (rounded down any Indebtedness owed by such Option Holder to the nearest whole centCompany as reflected on Schedule 2.5. Upon surrender of the Company Options to the Paying Agent by means of the option cancellation agreement, duly executed, and such other customary documents (including the Release Agreement, if applicable) as may be required pursuant thereto, each holder of Company Options shall be entitled after Closing to receive from the Paying Agent, in exchange therefor, cash in an amount equal to the Option Merger Consideration Payable at Closing, minus the amount that is required to be deducted and withheld with respect to the making of such payment under the Code or any provision of federal, state, local or non-U.S. Tax law, minus the amount of Indebtedness identified on Schedule 2.5 hereto owed to the Company by the applicable Option Holder (xif any or if such Option Holder is also a Stockholder, only to the extent such amount has not already been deducted pursuant to Section 2.3(b)(iii)). Such cash payable to the holders of Company Options shall be wired, in immediately available funds, to the account or accounts designated by the respective Option Holders in their respective option cancellation agreements or, if requested by any Option Holder in its option cancellation agreement, shall be paid by check. Schedule 2.5 sets forth (a) a list of each Option Holder, (b) the number of Company Options attributable to each holder thereof, (c) the exercise price per share applicable to each Company Option, (d) the aggregate dollar amount payable to each holder of Company Common Stock of such Company Option divided by Options pursuant to this Section 2.5 and (ye) the Closing Exchange Ratioamount of Indebtedness, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstandingif any, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue owed to the Company Stockholders as of immediately prior to by the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsapplicable Option Holder. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (ia) Prior Except as otherwise agreed in writing prior to the Closing, the Company’s Board Effective Time by Parent and a holder of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested with respect to any of such holders Company Options as necessary to provide that, at the Effective TimeOptions, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, whether vested or unvested and whether with an exercise price per Share that is greater or less than, or equal to, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share)Merger Consideration, determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of that is outstanding immediately prior to the Effective Time by shall, as of the Closing Exchange RatioEffective Time, at become fully vested and be canceled and converted into the right to receive an exercise price per share of Parent Class A Common Stock (rounded down to amount in cash from the nearest whole cent) Surviving Corporation equal to (xA) the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock Share of such Company Option divided multiplied by (yii) the Closing Exchange Ratiototal number of Shares subject to such Company Option, without interest, less (B) such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the payment of the amount described in clause (A) (the “Option Consideration”). Except as otherwise agreed in writing prior to the Effective Time by Parent and a holder of any Company Options with respect to any of such holders Company Options, the Surviving Corporation or one of its Subsidiaries, as applicable, shall pay to each case as set forth holder of Company Options the Option Consideration, if any, described in the Closing Consideration Spreadsheetimmediately preceding sentence (through the Company’s payroll system or through the Company’s equity award administrator) as soon as administratively practicable following the Effective Time. Except as otherwise agreed in writing prior to the Effective Time by Parent and a holder of any Company Options with respect to any of such holders Company Options, from and after the Effective Time, there shall be no outstanding Company Options, and the former holders thereof shall be entitled only to the payment of the Option Consideration, if any. (iib) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior Prior to the Effective Time, on a pro rata basis the Company shall provide optionees with notice of their opportunity to exercise their Company Options if such notice is required by the applicable plan or award agreement, adopt such resolutions and take all other such actions as set forth may reasonably be necessary in its discretion to effectuate the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations treatment of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required contemplated by this Section 3.2 after giving effect to the Merger)2.3.

Treatment of Company Options. (ia) Prior The Company has taken all actions necessary to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of cause all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option that shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option not have become vested as of immediately prior to the Effective Time in the ordinary course pursuant to the terms of the Award Plan and the applicable award agreements, or pursuant to action taken by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock Company Board (rounded down or a committee thereof) to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of so accelerate such Company Option divided (other than acceleration contemplated by this Section 2.12(a)), to vest in full and become Company Vested Options (yas defined below) immediately prior to the Closing Exchange Ratio, in each case as set forth in the Closing Consideration SpreadsheetEffective Time. (iib) Parent shall at all times reserve At the net shares Effective Time, by virtue of Parent Class A Common Stock issuable in the aggregate upon exercise Merger and without any further action on the part of all Converted Stock Options then outstandingParent, and such shares shall not be delivered to, or constitute part ofMerger Sub, the Exchange Fund established pursuant to Section 3.4(a). AnnuallyCompany or the holder of any Company Option, each Company Option that was outstanding and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders vested as of immediately prior to the Effective Time, on a pro rata basis as set forth including each Company Option that vests in accordance with Section 2.12(a) and that was not exercised prior to the Closing Consideration SpreadsheetEffective Time (each, a “Company Vested Option”), shall be automatically canceled and converted into the right to receive from the Surviving Corporation from and after the date as of which such Company Vested Option becomes a Participating Company Option, (i) the number of shares of Parent Class A Company Common Stock underlying such Company Vested Option, multiplied by (rounded up ii) the Per-Share Consideration Amount, if any, in accordance with Section 2.16, payable to the nearest whole shareholder thereof in Parent Shares or cash as provided for in Section 2.16. The cancelation and conversion of Company Vested Options in accordance with the immediately preceding sentence shall be deemed an assumption and substitution of such Company Vested Options within the meaning of Section 11(b) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsAward Plan. (iiic) At The amounts payable in respect of each Company Vested Option pursuant to this Section 2.12 shall be paid without interest and less applicable withholding taxes. (d) For the avoidance of doubt, after the Effective Time, Parent no Company Option shall assume all obligations be exercisable by the holder thereof for, or otherwise entitle the holder thereof to receive, shares of Company Common Stock (or any other equity security or other consideration), but shall only entitle such holder to the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. payment (if any) described in Section 2.12(b). (e) As soon as practicable after the Effective Time, Parent shall deliver to Parent, the holders of Converted Stock Options appropriate notices setting forth such holders’ rightsSecurityholder Representative, and the agreements evidencing Surviving Corporation shall deliver, or cause to be delivered, to each holder of a Company Vested Option a letter, in form and substance reasonably acceptable to Parent and the grants Securityholder Representative, (i) describing the treatment of and payment for such Company Vested Option pursuant to this Section 2.12, (ii) directing each such holder of a Company Vested Option to comply with the terms of Section 5.1 (Public Announcements), and (iii) providing instructions for use in obtaining payment therefor, which instructions will require each holder thereof, as a condition to receiving any payment pursuant to this Agreement in respect of such Converted Stock Option shall continue in effect Company Vested Option, to enter into an agreement on the same terms and conditions (subject substantially similar to the adjustments required by this Section 3.2 after giving effect Letter of Transmittal, including provisions to the Merger)effect that (A) each such holder shall, upon execution of such agreement, be deemed to have appointed the Securityholder Representative as its representative, and (B) the terms of Section 5.1 (Public Announcements) and Article VI shall be deemed to bind such holder as if it were a signatory hereto.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately Immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheeteach outstanding and unexercised option to purchase Shares (each, a number “Company Option”) granted under each stock option or other equity plan of shares the Company (each, a “Company Stock Plan”) shall be cancelled and, in exchange therefor, each former holder of Parent Class A Common Stock any such cancelled Company Option shall be entitled to receive from the Company, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (rounded up subject to the nearest whole shareall applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares(whether vested or unvested) subject to such Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Option Payments”); provided, however, that Option Payments with respect to any of the Company Options identified on Section 2.4(a) of the Company Disclosure Schedule shall be subject to the applicable agreement entered into by the holder of such Company Options and the Company (in such form as previously approved by Parent) on or prior to the date hereof. Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Parent Class A Company Common Stock that would have otherwise been issuable pursuant upon exercise of such Company Option is greater than or equal to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent Merger Consideration, the Company Option shall continue to reserve be terminated and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At cancelled at the Effective Time, Parent Time and no Option Payment shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option be made. From and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent any such cancelled Company Option shall deliver no longer be exercisable by the former holder thereof, but shall only entitle such holder to the holders payment of Converted Stock the Option Payment, if any. The Option Payments shall be paid by Parent or the Surviving Corporation as soon as practicable (and in any event within 15 Business Days) following the Effective Time, without interest; provided, however, that Option Payments with respect to any of the Company Options appropriate notices setting forth identified on Section 2.4(a) of the of the Company Disclosure Schedule shall be paid to the holder of such holders’ rights, Company Options in accordance with the agreement entered into by such holder and the agreements evidencing the grants of Company (in such Converted Stock Option shall continue in effect form as previously approved by Parent) on the same terms and conditions (subject or prior to the adjustments required by this Section 3.2 after giving effect to the Merger)date hereof.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board Effective as of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each option to purchase Company Option Ordinary Shares (a “Company Option”) granted under any Company Share Plan that is outstanding and unexercised immediately prior to the Effective Time (other than Company Options that are held by the Founder or his controlled Affiliates), whether or not then vested or exercisable, shall be assumed by the PubCo and shall be converted into an a share option (a “Converted Stock PubCo Option”) to acquireacquire PubCo’s Ordinary Shares in accordance with this Section 3.05(a). Each such PubCo Option as so assumed and converted shall continue to have, and shall be subject to substantially to, the same terms and conditions as were applied to the Company Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable under Company Share Plan, in any award agreement or in such Company OptionOption by reason of this Agreement or the Transactions). As of the Effective Time, the each such PubCo Option as so assumed and converted shall be for that number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), PubCo’s Ordinary Shares determined by multiplying the number of shares of Company Common Stock Ordinary Shares subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. The Company shall terminate the Company Share Plan as of the Effective Time. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of PubCo Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 3.05(a). (b) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, each PubCo Option shall be subject to the Acquiror Incentive Plan (and considered “Substitute Awards” for purposes thereof) and to the same terms and conditions, including, without limitation, any vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time Time, except for such terms rendered inoperative by reason of the Transactions, subject to such adjustments as reasonably determined by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down PubCo Board to the nearest whole cent) equal be necessary or appropriate to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving give effect to the Merger)conversion or the Transactions.

Treatment of Company Options. (a) Immediately prior to the Effective Time, each Company Option that is outstanding and unexercised shall become fully vested and exercisable in full. At the Effective Time, each In-the-Money Option (other than a Rollover Option) shall be cancelled and terminated, and, upon the cancellation and termination thereof, converted into the right to receive for each share of Company Class A Common Stock subject to such Company Option immediately prior to the Effective Time (such aggregate amount, the "Company Option Consideration"): (i) Prior an amount of cash, without interest, equal to the Closingexcess, if any, of the sum of (x) the Per Share Closing Cash Payment Amount, plus (y) the Per Share Closing Parent Stock Amount, minus the exercise price of such Company Option (the "Net Option Payment"), plus (ii) the Per Share Adjustment Surplus Amount, if any. Promptly (and, in any case, within two (2) Business Days after the Closing Date), each holder of Company Options as of immediately prior to the Effective Time shall be entitled to receive from the Surviving Entity the applicable Net Option Payment for each share of Company Stock underlying such In-the-Money Options less any required withholding of Taxes under applicable Legal Requirements. Promptly after the date on which the Per Share Adjustment Surplus Amount, if any, is determined to be payable to the Securityholders (and in no event later than the next regularly scheduled payroll period), Parent shall, or shall cause the Surviving Entity to, disburse the amounts due to the former holders of such In-the-Money Options pursuant to clauses (i) and (ii) above, less any required withholding of Taxes under applicable Legal Requirements. For the avoidance of doubt, at the Effective Time, any Company Option that is not an In-the-Money Option or Rollover Option shall be cancelled and terminated without consideration. (b) As of the Effective Time, Parent shall assume the number of Company Options held by each Optionholder set forth on Schedule 3.8 opposite the Optionholder's name (each, a "Rollover Option") and each Rollover Option shall be converted, subject to the same terms and conditions applicable to such Rollover Option immediately prior to the Effective Time, into an option to purchase the number of Parent Common Shares equal to (i) the number of shares of Company Stock subject to such Rollover Option, multiplied by (ii) the Rollover Option Ratio, rounding down to the nearest whole number of Parent Common Shares, at an exercise price per Parent Common Share equal to (x) the exercise price per share of Company Stock subject to such Rollover Option, divided by (y) the Rollover Option Ratio, rounding up to the nearest whole cent (each, a "Parent Option"); provided that the exercise price, the Company’s Board number of Directors Parent Common Shares and the terms and conditions of such Parent Option shall be determined consistent with the applicable requirements for nonstatutory stock options not providing for the deferral of compensation under Section 409A of the Code, subject to equitable adjustment by agreement between the Company and Parent consistent with Section 409A of the Code to limit the number of shares issuable to holders of Rollover Options to the Rollover Share Amount. (orc) At the Effective Time, if appropriateParent shall assume all rights and obligations in respect of the Company Option Plan, any committee thereof administering including each Rollover Option to be converted in accordance with the Equity Incentive Planforegoing provisions of this Section 3.8 except that: (i) the shares of stock covered by such options shall be Parent Common Shares; and (ii) all references in the Company Option Plan to shares of Company Stock shall be amended or deemed amended to refer instead to Parent Common Shares. Parent shall take all actions that are necessary for the assumption of the Rollover Options pursuant to this Section 3.8, including the reservation, issuance and listing of Parent Common Shares as necessary to effect the transactions contemplated by this Section 3.8. If registration of the Parent Common Shares issuable with respect to the Rollover Options is required under the Securities Act, Parent shall file with the SEC on the Closing Date a registration statement with respect to such shares, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as the Company Option Plan remains in effect and such registration continues to be required. (d) The Company and Parent shall adopt such resolutions or take such other actions as may be reasonably required to adjust effect the terms transactions described in this Section 3.8 as of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested In-the-Money Company Options and Unvested Company Options as necessary to provide that, at Options. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company, any Securityholder, or any other Person, each Company Option that is an In-the-Money Company Option shall be converted into an option (a “Converted Stock Option”) assumed by Acquiror and shall continue to acquirehave, and be subject to substantially to, the same terms and conditions set forth in the applicable Plan and the option agreement relating thereto (including with respect to the vesting thereof), as were applicable under in effect immediately prior to the Effective Time, except that such assumed Company Option, the Option shall be exercisable (A) for that number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), Acquiror Ordinary Shares determined by multiplying the number of shares of Company Common Stock subject to such Company Option immediately before the Effective Time by the Stock Award Exchange Ratio, and (B) at an exercise price per Acquiror Ordinary Share equal to the exercise price per share of such Company Option, as applicable immediately prior to the Effective Time, divided by the Stock Award Exchange Ratio (rounded up to the nearest whole cent) (an “Assumed Company Option”); provided, however, that in the case of any Assumed Company Option that qualifies immediately prior to the Effective Time as an incentive stock option for U.S. Tax purposes by reason of its qualification under Section 422 of the Closing Exchange RatioCode, at and following the Effective Time, it will constitute a nonstatutory stock option for U.S. Tax purposes. Notwithstanding anything herein to the contrary, (x) if the foregoing calculation results in an exercise price per share Assumed Company Option being exercisable for a fraction of Parent Class A Common Stock an Acquiror Ordinary Share, then the number of Acquiror Ordinary Shares subject to such option will be rounded down to the nearest whole number of shares, and (y) if an Assumed Company Option is scheduled to vest a fraction of an Acquiror Ordinary Share during any vesting period, the number of Acquiror Ordinary Shares to vest during such vesting period shall be rounded down to the nearest whole number of shares and the aggregate number of Acquiror Ordinary Shares resulting from such fractional rounding will be added to the last vesting period of such Assumed Company Option (rounded down to the nearest whole cent) equal to (x) the exercise price per share number of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheetshares). (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part Out-of, the Exchange Fund established pursuant to Section 3.4(a)-the-Money Company Options. Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations by virtue of the Company under Merger and without any action on the Equity Incentive Planpart of Acquiror, Merger Sub, the Company, any Securityholder, or any other Person, each outstanding Converted Stock Out-of-the-Money Company Option (if any) shall be terminated and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)cancelled without any consideration therefor.

Treatment of Company Options. (ia) Prior Subject to paragraph (c) below, immediately prior to the Effective Time, each outstanding right to acquire Sizeler Common Stock ("Company Options") granted pursuant to the Company's 1996 Stock Option and Incentive Plan (the "Company Option Plan") whether or not then exercisable, shall fully vest, contingent on the Closing. The Company shall take all actions necessary to effect such vesting. At the Effective Time, each of the Company Options shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive, as soon as practicable thereafter, an amount of cash from the Surviving Corporation equal to the product of (A) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (B) the total number of shares of Sizeler Common Stock subject to the Company Options to the extent such Company Options shall not theretofore have been exercised (the "Option Amount") (such payment to be net of applicable withholding taxes). Immediately after the Effective Time, the Surviving Corporation shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 2.3(a). At the Effective Time, each Company Option with an exercise price equal to or greater than the Merger Consideration shall terminate, in accordance with its terms, without payment of any consideration. (b) Immediately prior to the Effective Time, each share of Sizeler Common Stock subject to a right of reacquisition by the Company granted under the Company Option Plan or the Company’s Board of Directors 's 1994 Directors' Stock Ownership Plan, as amended through January 15, 2002 (the "Restricted Shares"), shall fully vest, contingent on the Closing. The Company shall take all actions necessary to effect such vesting and issuance. (c) The Company's Board, or, if appropriate, any committee thereof administering the Equity Incentive Company Option Plan) , shall adopt such resolutions or take such other actions as may be required are necessary to adjust carry out the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options2.3. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) , whether vested or unvested, that is unexpired, unexercised and outstanding immediately prior to acquirethe Effective Time, shall, on the terms and subject to substantially the same terms conditions set forth in this Agreement, terminate in its entirety and conditions as were applicable under Parent shall substitute for each such Company OptionOption the right to receive, the number of shares of Parent Class A Common Stock (rounded up A) a cash payment equal to the nearest whole share), determined by multiplying product of (1) the total number of shares of Company Common Stock subject as to which such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, was vested and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders exercisable as of immediately prior to the Effective Time, on a pro rata basis and (2) the excess of the Closing Cash Consideration Per Share minus the Option Exercise Amount of such Company Option immediately prior to the Effective Time (the “Option Cash-Out Amount”), as more particularly set forth in on the Closing Consideration Spreadsheet, a plus (B) the number of shares of Parent Class A Common Stock (rounded up equal to the nearest whole shareStock Exchange Ratio, plus (C) the Escrow Payment per Share, if any, plus (D) the Shareholder Representative Fund Payment per Share, if any ((A) through (D) collectively, the “Consideration Per Option”). A portion of each Company Option holder’s Option Cash-Out Amount equal to such holder’s pro rata portion of the Escrow Amount shall be immediately deposited by Parent into the Escrow Fund pursuant to Section 7.5 hereof and that portion of each Company Option holder’s Option Cash-Out Amount equals the Shareholder Representative Fund Payment per Share shall be immediately deposited in the Shareholder Representative Fund; provided, however, that if the value of the Consideration Per Option does not exceed the Option Exercise Amount of such Company Option, the Consideration Per Option with respect to such Company Option shall be $0; provided, further, if the Closing Cash Consideration Per Share is less than the Option Exercise Amount plus the cash portion of the Escrow Payment Per Share, the amounts will be equitably adjusted with respect to such Shares. The payment of the Option Cash-Out Amount will be subject to withholdings for all applicable Taxes. For the avoidance of doubt, any Company Option that is exercised contingent upon the Closing shall not be subject to this Section 1.6(b), but shall instead be deemed exercised prior to the Effective Time and the shares of Company Common Stock received upon such exercise shall be governed by Section 1.6(a). Prior to the Closing, the Company will take all necessary action to accelerate all outstanding Company Options such that they are fully vested and exercisable immediately prior to, and contingent upon, the Closing. (ii) The aggregate Option Cash-Out Amount and the shares of Parent Class A Common Stock that would have otherwise been issuable distributable to the former holders of Company Options pursuant to any unexercised Converted Stock Options that expired Section 1.6(b)(i) above shall be paid (or were otherwise forfeited during delivered, in the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary case of the Closing Date on which there are no Parent Common Stock) by Parent to the Company and distributed by the Company as soon as is reasonably practicable to the former holders of Company Options outstanding and unexercised Converted Stock Optionsas of the Effective Time and, with respect to the Option Cash-Out Amounts, in accordance with the Company’s normal payroll procedures, at not later than the date of the first normal payroll following the Closing. (iii) At Prior to the Effective Time, Parent and subject to the review and reasonable approval of Parent, the Company shall assume have taken all obligations actions necessary and obtained all necessary consents to effect the transactions anticipated by this Section 1.6(b) under all agreements relating to Company Options and any other plan or arrangement of the Company under the Equity Incentive Plan(whether written or oral, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Mergerformal or informal).

Treatment of Company Options. (a) Except as may otherwise be agreed in a written agreement by and between a holder of a Company Option set forth on Schedule 2.5(a) and Parent (any such Company Option subject to such agreement, an “Excluded Option”), at the First Effective Time, (i) each In-the-Money Option (or portion thereof) that is outstanding (whether vested or unvested) as of immediately prior to the First Effective Time shall be cancelled and converted as of the First Effective Time into the right to receive an amount in cash equal to the product of (x) the excess of the cash value of the Per Share Mixed Consideration (using the Closing Parent Stock Price for purposes of calculating the cash value of the number of shares of Parent Stock under clause (b) of the definition of “Per Share Mixed Consideration”) over the exercise price per share of such In-the-Money Option, and (y) the number of shares of Company Common Stock then subject to such In-the-Money Option, to be paid in accordance with Section 2.5(b) and (ii) each Company Option that is neither an In-the-Money Option nor an Excluded Option will be cancelled and forfeited for no consideration. (b) From and after the First Effective Time, the former holder of any Company Option that is not an Excluded Option shall have no further rights with respect to such Company Options, other than the right to receive payment in accordance with Section 2.5(a). No later than Parent’s second ordinary payroll payment date after the Closing, Parent shall cause to be paid to each former holder of Company Options (other than an Excluded Option) the cash consideration to be paid to such former holder of such Company Option pursuant to Section 2.5(a) (if any) as set forth on the Closing Consideration Schedule, which shall be paid through the payroll system of Parent or its Affiliate subject to applicable Tax withholding. (c) Prior to the ClosingFirst Effective Time, the Company’s Board of Directors of the Company (or, if appropriate, any committee thereof administering the Equity Incentive Planthereof) shall adopt such appropriate resolutions or and take such all other actions as may be reasonably necessary or appropriate (including sending any required notices) to adjust effect the terms of all Vested Company Options transactions described in this Section 2.5, and Unvested Company Options as necessary to provide ensure that, at following the First Effective Time, each no former holder of a Company Option (other than an Excluded Option) shall be converted into an option (a “Converted have any right to acquire any Company Capital Stock Option”) or to acquirereceive any payment, subject right or benefit with respect to substantially the same terms and conditions as were applicable any award previously granted under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders Equity Plans, except the right to receive a payment with respect thereto as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth provided in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. 2.5 (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Mergerif any).

Treatment of Company Options. (a) No Vested Company Options will be assumed or continued by Purchaser or the Company in connection with the Transactions except to the extent provided for in Section 2.4(b). On or before November 30, 2021, the Company will deliver written notice (in form and substance reasonably satisfactory to Purchaser) to each holder of Vested Company Options informing each such holder of the Transactions and providing instructions on how the holder of Vested Company Options may (i) exercise his or her Vested Company Options if such holder of Vested Company Options is an Eligible Optionholder, or (ii) tender his or her Vested U.S. Company Options, if any, for cancellation and exchange pursuant to Section 2.4(c) if such holder of Vested Company Options is an Eligible Optionholder who is a current or former employee of any member of the Company Group. Each Eligible Optionholder who has delivered duly executed Option Exercise Documents together with the exercise price and any applicable tax liability in respect of his or her Vested Company Options to the Company (“Exercised Options”) on or before the date that is five Business Days prior to the Closing Date will be treated as a Seller under this Agreement entitled to receive the applicable consideration on the Closing Date pursuant to Section 2.2. (b) At the Closing, each Vested Company Option that is held by an Ineligible Optionholder shall be assumed by Purchaser and converted into, or terminated and substituted with, a stock option of Purchaser (a “Converted Option”) that will continue to have, and be subject to, the same terms and conditions set forth in the applicable documents governing such Vested Company Option prior to the Closing (including the applicable Benefit Plan and stock option agreement or other document evidencing such Vested Company Option) immediately prior to the Closing, except that: (1) each Converted Option will be exercisable for a number of whole shares of Purchaser Common Stock equal to the product of the number of Company Common Shares that were subject to such Vested Company Option immediately prior to the Closing, as set forth in the Allocation Schedule, multiplied by the ratio of the aggregate value on Closing of the consideration that they would have been entitled to receive under this Agreement per Company Common Share if they had been permitted to exercise their Vested Company Option (including the First Payment Share Consideration, the First Payment Warrant Consideration and the Second Payment Consideration), as agreed between the Purchaser and the Representative, each acting reasonably and acknowledging the requirement for such valuation to comply with applicable Laws as they relate to Taxes and set forth in the Allocation Schedule,; to the closing price of Purchaser Common Stock as reported on the Nasdaq Stock Market on the Closing Date, or on the prior trading day if the Closing Date is not a trading day (such ratio the “Exchange Ratio”), rounded down to the nearest whole share of Purchaser Common Stock; and (2) the per share exercise price for the shares of Purchaser Common Stock issuable upon exercise of each such Converted Option will be equal to the quotient of the exercise price per Company Common Share at which such Vested Company Option was exercisable immediately prior to the Closing (converted into U.S. dollars if not already denominated in U.S. dollars) divided by the Exchange Ratio, rounded up to the nearest whole cent. It is the intention of the parties that each Converted Option shall qualify following the Closing as an incentive stock option (as defined in Section 422 of the Code) to the extent permitted under Section 422 of the Code and to the extent such corresponding Vested Company Option qualified as an incentive stock option prior to the Closing, and that the adjustments in this Section 2.4(b) be performed in a manner that complies with or is exempt from Section 409A of the Code. Following the Closing, the Purchaser Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Converted Option. (c) Notwithstanding anything to the contrary herein, at the Closing, without any further action on the part of Purchaser, the Sellers, the Company or the Company Optionholders, each outstanding Vested U.S. Company Option that has a per share exercise price that is less than the value of the Company Optionholder’s Allocable Share of the First Payment Share Consideration and is held by an Eligible Optionholder who has delivered a duly executed election form in form reasonably satisfactory to Purchaser at least five Business Days prior to the Closing Date to have their Vested U.S. Company Options treated as set forth in this Section 2.4(c), shall be cancelled and shall be converted automatically into the right to receive, upon the terms set forth in this Section 2.4(c) and throughout this Agreement, (i) at the Closing, such Company Optionholder’s Allocable Share of the First Payment Share Consideration in respect of the Vested U.S. Company Option, as set forth in the Allocation Schedule (which shall be calculated taking into account the exercise price of such Company Option), (ii) such Company Optionholder’s Second Payment Proportion of the Second Payment Consideration (if any) in respect of the Vested U.S. Company Option, (iii) the right to receive distributions of Holdback Shares in respect of the Vested U.S. Company Option in accordance with this Agreement (to the extent entitled thereto) and (iv) the right to receive any distributions of the Post-Closing Excess Amount (if any) in respect of the Vested U.S. Company Option in accordance with this Agreement (to the extent entitled thereto). If any Vested U.S. Company Option has a per share exercise price that is greater than or equal to the value of the Company Optionholder’s Allocable Share of the First Payment Share Consideration, such Vested U.S. Company Options shall be cancelled for no consideration as of the Closing. (d) At the Closing, each Vested Company Option (excluding Vested Company Options being assumed pursuant to Section 2.4(b) and Vested U.S. Company Options being cancelled and exchanged pursuant to Section 2.4(c)) shall, in each case, be cancelled and terminated without consideration. (e) At the Closing, each Unvested Company Option shall, in each case, be cancelled and terminated without consideration upon the Closing. Within 45 days following the Closing Date, the Purchaser will grant equity awards (the “Replacement Equity Awards”), in such form as determined by Purchaser in its sole discretion, to the holders of Unvested Company Options that remain employed by the Company at the time of grant of such Replacement Equity Awards. The Replacement Equity Awards will de facto replace the Unvested Company Options, and that each Replacement Equity Award will have substantially equivalent economic value as the replaced Unvested Company Options; provided, that if the Replacement Equity Awards are in the form of stock options, the exercise price shall not be less than the fair market value of the underlying share subject to such option on the date of grant. Each Replacement Equity Award will be governed by the same or, in Purchaser’s sole discretion, shorter vesting schedule as was applicable immediately prior to the Closing to the Unvested Company Option that it replaces, taking the vesting commencement date to be that of the original Unvested Company Option, in all cases subject to restrictions related to the issuance of shares under applicable Law. (f) Prior to the Closing, and subject to the prior review and approval of Purchaser, the Company shall take all actions necessary to effect the transactions anticipated by this Section 2.4 under the Company’s equity incentive plan(s) and any Contract applicable to any Company Option (whether written or oral, formal or informal), including delivering all required notices, obtaining all necessary approvals and consents, and delivering evidence satisfactory to Purchaser that all necessary determinations by the Board to effect the treatment of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested in accordance with this Section 2.4 have been made. The Company Options as shall take all actions necessary to provide thatterminate the Company’s equity incentive plan(s) prior to the Closing. Without limiting the foregoing, the Company shall take all actions necessary to ensure that the Company will not at the Effective TimeClosing be bound by any options, each stock appreciation rights, restricted stock units, warrants or other rights or agreements which would entitle any Person, other than Purchaser, to own any capital stock of the Company Option or to receive any payment in respect thereof other than the payments provided for under this Agreement. (g) At or prior to the Closing, Purchaser shall be converted into an option (reserve for issuance a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the sufficient number of shares of Parent Class A Purchaser Common Stock (rounded up for delivery upon exercise of the Converted Options. At or prior to the nearest whole share)grant of the Replacement Equity Awards, determined by multiplying the Purchaser shall reserve for issuance a sufficient number of shares of Company Purchaser Common Stock subject to such Company Option as for delivery upon settlement of immediately prior to the Effective Time by Replacement Equity Awards. Purchaser shall take appropriate steps so that the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Purchaser Common Stock issuable in pursuant to the aggregate upon exercise of all Converted Stock Options then outstandingand settlement of Replacement Equity Awards shall be registered pursuant to a registration statement filed with the SEC on Form S-8 (or any successor form) as promptly as is practicable, and such shares shall not be delivered to, or constitute part of, will make reasonable best efforts to maintain the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants effectiveness of such registration statement for so long as such Converted Stock Option shall continue in effect on Options and Replacement Equity Awards, as the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)case may be, remain outstanding.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately Immediately prior to the Effective Time, and conditioned on the consummation of the Merger, the board of directors of the Company shall have adopted appropriate resolutions and, prior to the Closing will take all other actions necessary and appropriate, to provide that each outstanding Company Option (whether or not vested or exercisable) shall be cancelled and each holder of a pro rata basis Company Option that is unexpired and unexercised shall be entitled to, in exchange for the cancellation of each such Company Option, the right to receive the sum of (i) the Optionholder Consideration applicable to such Company Option and (ii) any amounts payable pursuant to Sections 1.9 and 1.10 in respect of each such Company Option, in each case, without interest, but subject to deductions and other income or employment Tax withholding if and to the extent any such withholding is required by Law, through the Company’s regular payroll. Any amounts that are so withheld shall be treated for all purposes of this Agreement as set forth having been paid to the applicable Optionholder. For any Company Option where no payment is required to be made under this Section 1.6(b) because such payment amount would be equal to or less than zero, such Company Option will be cancelled and terminated at the Effective Time without any exercise thereof and no payment shall be made with respect thereto. In order for any Optionholder to receive payment in connection with the cancellation of any Company Option, such Optionholder shall be required to provide the Buyer an executed Option Termination Agreement in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock form attached hereto as Exhibit C (rounded up an “Option Termination Agreement”). Each Optionholder shall be given the opportunity to exercise his or her outstanding Company Options (to the nearest whole shareextent the Company Options are vested or shall become vested in connection with the Merger) equal prior to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant Closing Date. In the event such Company Options are not exercised prior to any unexercised Converted Stock the Closing Date, such Company Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth be cancelled for a cash payment calculated in accordance with this Section 3.2(a)(ii) until 1.6(b). Notwithstanding the anniversary foregoing, in the case of any Company Option that remains unexercised as of the Closing Date on for which there are no outstanding and unexercised Converted Stock Options. (iii) At Option Termination Agreement has been received prior to the Effective TimeClosing Date, Parent such Company Option shall assume all obligations be deemed to have been cancelled for no consideration as of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Closing Date.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, by virtue of the Merger, without any action on the part of any party hereto or any holder thereof, each Company Option (whether or not then vested or exercisable) outstanding immediately prior to the Effective Time, shall be converted into substituted and exchanged at the Effective Time for an option denominated in shares of Parent Common Stock, and the (a “Converted Stock Option”i) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up subject to the nearest whole share), each such option shall be determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at Ratio (with the aggregate number of shares subject to an exercise price per share option of Parent Class A Common Stock (rounded down to the nearest whole centnumber of shares on a grant-by-grant basis) equal to as set forth on Schedule 1.6 hereto and (xii) the exercise or purchase price per share of Company Parent Common Stock shall equal the quotient of the exercise price of such Company Option divided by (y) the Closing Exchange Ratio, rounded up to the nearest whole cent. The assumption and adjustment of the Company Options in accordance with this Section 1.6(b)(i) shall be done in a manner compliant with the requirements of Sections 424 and 409A of the Code and (ii) shall preserve the compensation element of each case Company Option as set forth in of the Closing Consideration SpreadsheetEffective Time. (ii) Parent Each substituted and exchanged Company Option shall at all times reserve be deemed vested immediately following the net shares of Parent Class A Common Stock issuable in Effective Time as to the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary same percentage of the Closing Date, Parent shall issue to the Company Stockholders total number of shares subject thereto as of it was vested immediately prior to the Effective Time, on and no acceleration of vesting shall occur as a pro rata basis as set forth in result of the Closing Consideration SpreadsheetMerger. Prior to the Closing, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the for delivery upon exercise of Company Options for which shares of Parent Class A Common Stock that would have otherwise been issuable pursuant are required to any unexercised Converted Stock Options that expired or were otherwise forfeited during be reserved for issuance. Prior to the preceding year. Parent Closing, the Company shall continue take all actions necessary in order to reserve and distribute shares effect the provisions of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until 1.6(b), including, without limitation, seeking all necessary approvals, obtaining waivers of acceleration that may result from the anniversary Merger under any award of Company Options and providing any notice required under the terms of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereofapplicable stock option plans or agreements. As soon as reasonably practicable after the Effective Time, Parent shall deliver to such holder of Company Options a new stock option award agreement on Parent’s standard form option agreement; it being acknowledged and agreed, however, that the holders of Converted Stock vesting schedule shall be consistent with the existing option agreement to which such Company Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)are subject.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each option to purchase shares of Common Stock granted under the Company Option Stock Plans (each, a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed and converted automatically at the Effective Time into an option (a “Converted Stock Option”) to acquireacquire shares of Parent Stock, subject to on substantially the same terms and conditions as were applicable under such Company Option, Option (including vesting schedule) except that (i) the number of shares of Parent Class A Stock subject to each such option or right shall be determined by multiplying the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) and (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole share), determined by multiplying cent) shall equal (x) the number of per share exercise price for the shares of Company Common Stock subject otherwise purchasable pursuant to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Equity Award Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as reasonably practicable after following the Effective Time, Parent shall deliver to the holders each holder of Converted Stock Options a Company Option an appropriate notices notice setting forth such holders’ rights, and the agreements evidencing the grants terms of such Converted assumption and conversion. With respect to any Company Option that is an “incentive stock option” (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Code. (b) Parent shall take such actions as are necessary for the assumption of the Company Options pursuant to this Section 2.4, including the reservation, issuance and listing of Parent Stock Option as is necessary to effectuate the transactions contemplated by this Section 2.4. Parent shall continue in effect prepare and file with the SEC a registration statement on Form S-8 with respect to the same terms and conditions (shares of Parent Stock subject to the adjustments required by this Section 3.2 after giving effect to assumed Company Options as soon as practicable and in no event later than the Merger)fifth (5th) Business Day following the Effective Time.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on in accordance with the terms and conditions of the applicable Company Stock Plan, the Company shall cause the vesting of each Company Option that is outstanding immediately prior to the Effective Time to be accelerated such that each Company Option that is outstanding as of the Effective Time shall be fully vested, and each Company Option that has an exercise price per share less than the Initial Per Share Common Merger Consideration (each such Company Option, a pro rata basis “Participating Option”) shall be cancelled in exchange for the right of the holder thereof to receive, in full satisfaction of such Participating Option, (i) an amount in cash (reduced by any applicable Tax withholding) equal to the product obtained by multiplying (A) an amount equal to the excess of the Initial Per Share Common Merger Consideration over the per share exercise price of such Participating Option by (B) the aggregate number of Participating Option Shares issuable in respect of such Participating Option as of the Effective Time (assuming concurrent payment in full of the exercise price thereof solely in cash) (such amount with respect to such Participating Option is referred to herein as the “Initial Option Payment”) and the Participation Right (the distributions, if any, pursuant to the Participation Right and the Initial Option Payment are the “Option Payment”), payable to the holder of such Participating Option in accordance with the terms and conditions of this Agreement. Each Company Option, if any, that has a per share exercise price equal to or greater than the Initial Per Share Common Merger Consideration shall be cancelled without payment of any consideration, effective as of immediately prior to the Effective Time. Immediately after the Effective Time, Purchaser shall pay to the Surviving Corporation (or the applicable Company Subsidiary) the portion of the estimated Merger Consideration set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver Statement payable to the holders of Converted Stock Participating Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject pursuant to the adjustments required by this Section 3.2 after giving effect 3.4, to the Merger)be held and disbursed as provided in Section 3.7.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board Effective as of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each option to purchase shares of the Company Option Common Stock (a “Company Option”) granted under any Company Stock Plan that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed by the PubCo and shall be converted into an a stock option (a “Converted Stock PubCo Option”) to acquireacquire shares of PubCo’s Common Stock in accordance with this Section 3.05(a). Each such PubCo Option as so assumed and converted shall continue to have, and shall be subject to substantially to, the same terms and conditions as were applied to the Company Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable under Company Stock Plan, in any award agreement or in such Company OptionOption by reason of this Agreement or the Transactions). As of the Effective Time, the each such PubCo Option as so assumed and converted shall be for that number of shares of Parent Class A PubCo’s Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of the Company Common Stock subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent. The Company shall terminate the Company Stock Plan as of the Effective Time. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of PubCo Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 3.05(a). (b) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, each PubCo Option shall be subject to the Acquiror Incentive Plan (and considered “Substitute Awards” for purposes thereof) and to the same terms and conditions, including, without limitation, any vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time Time, except for such terms rendered inoperative by reason of the Transactions, subject to such adjustments as reasonably determined by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down PubCo Board to the nearest whole cent) equal be necessary or appropriate to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving give effect to the Merger)conversion or the Transactions.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan“Company Board”) shall adopt such have adopted appropriate resolutions or take such and taken all other actions as may be required to adjust the terms of all Vested Company Options necessary and Unvested Company Options as necessary appropriate to provide that, at the Effective Time, that each unexpired and unexercised Company Option shall be converted into an stock option (a “Converted Stock Company Option”) may be exercised or cancelled in accordance with this Section 2.6(c). After such resolutions have been adopted by the Company Board, prior to acquirethe Closing, subject the Company shall provide a notice to substantially the same terms and conditions as were applicable under holders of Company Options apprising them of the opportunity to exercise or cancel their options (the “Notice to Option Holders”). Any holder of Company Options that exercises such Company Option, the number of shares of Parent Class A Common Stock (rounded up Options prior to the nearest whole share)Closing, determined by multiplying the number of will receive shares of Company Common Stock subject to in accordance with the terms of such Company Option and such holder’s shares of Company Common Stock will be converted at the Effective Time pursuant to the provisions of Section 2.6(b) along with the other holders of Company Common Stock. To the extent that any holder elects to cancel any Company Option, such holder shall indicate such election pursuant to a certificate attached to the Notice to Option Holders (an “Option Cancellation Certificate”) delivered to the Company prior to the Effective Time (which will be forwarded by the Company to Parent), and such Company Option shall be cancelled effective as of immediately prior to the Effective Time Time, and, in exchange therefor, each former holder of any such cancelled Company Option that has vested as of immediately prior to the Closing shall be paid by Parent at Closing, in consideration of the cancellation of such Company Option and in settlement therefor, an amount in cash (without interest and subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the Closing Exchange RatioCompany, at including any fringe benefit tax) equal to the product of (A) the total number of shares of vested Company Options with an exercise price per share of Parent Class A that is less than the Common Stock Per Share Amount (rounded down such shares the “In-the-Money Option Shares”) previously subject to such Company Option and (B) the excess, if any, of the Common Stock Per Share Amount (calculated using Estimated Merger Consideration and not Merger Consideration, and without giving effect to the nearest whole centdeposit of the Escrow Fund as described in Section 2.11) equal to (x) less the exercise price per share of Company Common Stock of previously subject to such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration SpreadsheetOption. (ii) Except as provided herein or as otherwise agreed by Parent shall at all times reserve and the net shares Company, each Company Option, and any other plan, program or arrangement providing for the issuance or grant of Parent Class A any other interest in respect of Company Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to terminated by the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior Company Options shall not be continued, assumed or substituted by the Surviving Corporation or the Parent as part of the Merger. Instead, subject to Sections 1.10 (Exchange/Payment), 1.11 (Post-Closing Adjustment to Closing Merger Consideration Amount), 1.12 (Earnout Consideration), 1.13 (PPP Forgiveness), 1.14 (Post-Closing Distributions) and 1.16 (Securityholders’ Representative), contingent on and effective immediately prior to the ClosingEffective Time, each Company Option that is outstanding and unexercised immediately prior to the Company’s Board of Directors (orEffective Time, if appropriate, any committee thereof administering whether under the Equity Incentive PlanPlans or otherwise, whether or not vested or exercisable (other than Company Performance Options), shall become fully vested and exercisable immediately prior to the Effective Time and to the extent not exercised prior to the Effective Time, shall be cancelled at the Effective Time and, in consideration of such cancellation, the holder thereof shall be entitled to receive, without interest, no later than at the time prescribed in Section 1.10, a cash payment in an amount equal to (i) the aggregate number of shares of Company Common Stock issuable upon the exercise of such Company Option, multiplied by (ii) the amount by which the Per Share Upfront Merger Consideration exceeds the exercise price per share of such Company Option (the “Closing Options Payout Amount”) and in the event any Earnout Payment becomes due pursuant to Section 1.12, each such Per Share Earnout Payment, less applicable Taxes required to be withheld pursuant to Section 1.10(e). For the avoidance of doubt, any Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Upfront Merger Consideration shall be cancelled at the Effective Time for no consideration or payment. (ii) Any Company Option that is a Company Performance Option shall be cancelled at the Effective Time for no consideration or payment. (iii) The Company agrees that the Company Board shall adopt such resolutions or take such other actions (including obtaining any required consents) prior to the Effective Time as may be required to adjust effect the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option transactions described in Section 1.6 (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares Treatment of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board As of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option that is then outstanding shall be converted into (i) the right to receive a number of Earnout Shares in accordance with Section 3.4 and (ii) an option (a “Converted to purchase shares of Domesticated Acquiror Common Stock Option”) to acquire, subject to upon substantially the same terms and conditions as were applicable under are in effect with respect to the corresponding Company Option immediately prior to the Effective Time, including with respect to vesting and termination-related provisions (each, an “Acquiror Option”), except that (a) such Company Option, the Acquiror Option shall relate to that whole number of shares of Parent Class A Domesticated Acquiror Common Stock (rounded up down to the nearest whole share), determined by multiplying ) equal to the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time Time, multiplied by the Closing Exchange RatioPer Share Merger Consideration, at an exercise price per share of Parent Class A Common Stock and (rounded down to the nearest whole cent) equal to (xb) the exercise price per share of Company Common Stock for each such Acquiror Option shall be equal to the exercise price per share of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of effect immediately prior to the Effective Time, on a pro rata basis divided by the Per Share Merger Consideration (the exercise price per share, as set forth in the Closing Consideration Spreadsheetso determined, a number of shares of Parent Class A Common Stock (being rounded up to the nearest whole share) equal to full cent); provided, however, that the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary conversion of the Closing Date on which there are Company Options will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that such conversion will not constitute a “modification” of such Company Options for purposes of Section 409A or Section 424 of the Code. As of the Effective Time, all Company Options shall no longer be outstanding and unexercised Converted Stock each holder of an Acquiror Option will cease to have any rights with respect to such Company Options. (iiib) At The Company shall take all necessary actions to effect the Effective Time, Parent shall assume all obligations treatment of Company Options pursuant to Section 3.3(a) in accordance with the Company under the Equity Incentive Plan, each outstanding Converted Stock Option Plan and the applicable award agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver and to ensure that no Acquiror Option may be exercised prior to the holders effective date of Converted Stock Options appropriate notices setting forth such holders’ rightsan applicable Form S-8 (or other applicable registration statement, and the agreements evidencing the grants including (without limitation) a registration statement on Form S-3) of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Acquiror.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (but subject to, in the case of the Company, Section 2.5(c)), each Company Option (whether a Vested Company Option or an Unvested Company Option) shall cease to represent the right to purchase shares of Company Common Stock and shall be converted into an option to purchase shares of Class A Common Stock (each, a “Converted Stock Rollover Option”) to acquirein an amount, at an exercise price and subject to substantially the same such terms and conditions determined as were applicable under such Company Optionset forth below. Each Rollover Option shall (i) be exercisable for, and represent the right to purchase, a number of shares of Class A Common Stock (rounded down to the nearest whole share) equal to (A) the number of shares of Parent Company Common Stock subject to the corresponding Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, and (ii) have an exercise price per share of Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock cent) subject to such Company Rollover Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (xA) the exercise price per share of Company Common Stock of such applicable to the corresponding Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in divided by (B) the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up Exchange Ratio. Each Rollover Option shall be subject to the nearest whole sharesame terms and conditions (including applicable vesting, expiration and forfeiture provisions) equal that applied to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant corresponding Company Option immediately prior to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary Effective Time, except for terms rendered inoperative by reason of the Closing Date on which there transactions contemplated by this Agreement or the Ancillary Documents or for such other immaterial administrative or ministerial changes as the DYNS Board (or the compensation committee of the DYNS Board) may determine in good faith are no outstanding appropriate to effectuate the administration of the Rollover Options. Such conversion shall occur in a manner intended to comply with (x) for any Rollover Option that is an Incentive Stock Option, the requirements of Section 424 of the Code, and unexercised Converted Stock Options(y) in each case, the requirements of Section 409A of the Code. (iiib) At the Effective Time, Parent DYNS shall assume all obligations of the Company Equity Plan and (i) all Company Options (whether vested or unvested) shall no longer be outstanding and shall automatically be converted into Rollover Options, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Incentive Plan, each outstanding Converted except as otherwise expressly provided for in this Section 2.5, and (ii) all shares of Company Common Stock Option reserved for issuance pursuant to the Company Equity Plan shall automatically be cancelled. (c) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan (and the agreements evidencing the grants thereof. As soon as practicable after the Effective Timeunderlying grant, Parent shall deliver award or similar agreements) or otherwise to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving give effect to the Merger)provisions of this Section 2.5.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each No Company Option shall be converted into an option (a “Converted Stock Option”) assumed or otherwise replaced by Parent. The Company shall take all actions necessary or appropriate to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of provide that immediately prior to the Effective Time, and conditioned on the consummation of the Merger, each Company Option (whether vested or unvested and regardless of the exercise price thereof) shall be cancelled and each holder of a pro rata basis as set forth in Company Vested Option (a “Vested Optionholder”) shall be entitled to the Closing Consideration Spreadsheet, a number right to receive for each share of shares of Parent Class A Company Common Stock (rounded up issuable upon the exercise of Company Vested Option(s) held by such Vested Optionholder a cash payment, subject to the nearest whole share) withholding provisions contained herein, in an amount equal to (A) the shares Estimated Per Share Consideration, plus (B) the quotient of Parent Class A the Excess Amount (if any) divided by the Company Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during Deemed Outstanding, minus (C) the preceding year. Parent shall continue to reserve and distribute shares exercise price for each share of Parent Class A Company Common Stock as set forth in this Section 3.2(a)(ii) until issuable upon the anniversary exercise of the Closing Date on which there Company Option(s) (provided, that if such exercise price is greater than (x) the Estimated Per Share Consideration plus (y) the quotient of the Excess Amount (if any) divided by the Company Common Stock Deemed Outstanding, such amount shall be zero dollars ($0)). Such cash payment to a Vested Optionholder by the Payment Agent or Shareholder Representatives shall be reduced by any income or employment Tax withholding required under the Code or any provision of state, local or foreign Tax Law and the payor shall remit any such withholdings to the appropriate Taxing authorities. To the extent that amounts are no outstanding and unexercised Converted Stock Optionsso withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Vested Optionholder. (iiiii) At The Company shall take all actions necessary to provide that immediately prior to the Effective TimeTime and conditioned on the consummation of the Merger, Parent (A) the Company Option Plans shall assume all obligations be terminated, and (B) no holder of any Company Option will have any right to receive any shares of capital stock of the Company under or, if applicable, the Equity Incentive PlanSurviving Corporation, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders upon exercise of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)any Company Option.

Treatment of Company Options. (ia) Prior Each unexercised Company Option outstanding as of immediately prior to the ClosingEffective Time, the Company’s Board of Directors (orwhether or not then vested or exercisable, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide thatshall, at the Effective Time, each Company Option be assumed by Parent and shall be converted into an (i) a stock option to acquire Parent Common Stock (each, a “Converted Stock Substitute Option”) on the terms set forth below, without any further action on the part of the holder thereof, (ii) a contingent right to acquire, subject to substantially receive a portion of the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up Escrow Shares equal to the nearest whole share)product of (A) the Per Share Escrow Consideration, determined by multiplying times (B) the total number of shares of Company Common Stock subject for which such holder’s Company Option is then exercisable, without regard to vesting (as applicable, the “Option Shares”), and (iii) a contingent right to receive a portion of the Earnout Shares to the extent provided in Section 1.13 hereof. From and after the Effective Time, all references to the Company in the Company Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Option Plan as of the Effective Time. Each Substitute Option shall be exercisable upon the same terms and conditions (including with respect to vesting) as under the applicable Company Option Plan and the applicable option agreement issued thereunder, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (i) the Per Share Closing Consideration, times, (ii) the applicable Option Shares and (B) the exercise price per share of Parent Common Stock shall be an amount equal to the quotient obtained by dividing (i) the exercise price of the Company Option as of immediately prior to the Effective Time Time, by (ii) the Per Share Closing Exchange RatioConsideration; provided, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) however, that the exercise price per share of Company Common Stock of such Company Option divided by (y) applicable to and the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock subject to each Substitute Option shall be determined in a manner consistent with the requirements of Sections 409A and 424(a) of the Code (the exercise price per share, as so determined, being rounded up upward to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsfull cent. (iiib) At To the Effective Timeextent a holder of a Substitute Option issued in accordance herewith continues to hold such Substitute Option after the Closing, Parent or shall assume all obligations have duly exercised such Substitute Option after the Closing, then such holder shall be entitled to receive its Pro Rata Share of any distribution of Earnout Shares at the same time as, and as otherwise provided to, the holders of Company under Common Stock in accordance with the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. provisions of Sections 1.13. (c) As soon as practicable after the Effective Time, Parent shall deliver deliver, or cause to the holders be delivered, to each holder of Converted Stock Substitute Options an appropriate notices notice setting forth such holders’ rightsholder’s rights pursuant thereto. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Substitute Options pursuant to this Section 1.9. As soon as reasonably practicable after the Effective Time, and if applicable, the agreements evidencing the grants shares of such Converted Parent Common Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required Substitute Options will be covered by this Section 3.2 after giving effect an effective registration statement on Form S-8 (or any successor form) or another appropriate form), and Parent shall use its commercially reasonable efforts to maintain the Merger)effectiveness of such registration statement for so long as Substitute Options remain outstanding.

Treatment of Company Options. (ia) Prior Each outstanding Company Option immediately prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option whether vested or unvested, shall be assumed by PubCo and automatically converted into an option to purchase PubCo Common Shares (a “Converted Stock Option”) to acquire, ). Each Converted Stock Option will be subject to the terms and conditions set forth in the Equity Incentive Plan and shall contain substantially the same terms and conditions as were applicable under such Company Option, Option and shall constitute the right to acquire the number of shares of Parent Class A PubCo Common Stock Shares (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock Ordinary Shares subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A PubCo Common Stock Shares (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock Ordinary Shares of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (iib) Parent PubCo shall at take all times corporate actions necessary to reserve the net shares for issuance a sufficient number of Parent Class A PubCo Common Stock issuable Shares for issuance and delivery in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iiic) At Prior to the Effective Time, Parent shall cause its stockholders to approve the Equity Incentive Plan and shall adopt such resolutions as are necessary to effect the treatment of the Converted Stock Options contemplated by this Section 3.2. At the Effective Time, PubCo shall adopt the Equity Incentive Plan and assume all obligations of the Company under the Equity Incentive Planoutstanding Company Options, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent PubCo shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)conditions.

Treatment of Company Options. (ia) Prior The Company shall take all actions necessary, including using commercially reasonable efforts to obtain any requisite consents of the Closingholders of the Company Options, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at as of immediately prior to the First Effective Time, (i) each Vested Company Option shall be cancelled in part in respect of a cash payment as provided in Section 3.06(c) and shall be converted in part into a Vested Acquiror Option as provided in Section 3.06(d) and (ii) each Unvested Company Option shall be converted into an Unvested Acquiror Option as provided in Section 3.06(e). (b) Each Vested Company Option issued and outstanding immediately prior to the First Effective Time will be automatically deemed for all purposes to represent the right to receive (i) with respect to an Eligible Cash-Out Vested Company Option, cash in an amount equal to (A) the Per Share Merger Consideration multiplied by (B) such number of shares of Company Common Stock underlying the Eligible Cash-Out Vested Company Option, minus (C) the aggregate exercise price applicable to the shares of Company Common Stock underlying such Eligible Cash-Out Vested Company Option and (ii) with respect to the remaining shares of Company Common Stock subject to such Vested Company Option, a Vested Acquiror Option, determined as set forth in Section 3.06(d). (c) With respect to each Eligible Cash-Out Vested Company Option outstanding as of immediately prior to the First Effective Time that is entitled to receive a cash payment as set forth in Section 3.06(b)(i), such portion of the Vested Company Option shall be automatically canceled (such cancelled portion, the “Cancelled Option Portion”) in exchange for such cash payment, and Acquiror shall, within five Business Days after the First Effective Time, cause the Company’s (or the Surviving Entity’s) payroll provider, on behalf of the Company, to deliver to each Pre-Closing Optionholder of a Vested Company Option the amount of cash such holder has the right to receive pursuant to Section 3.06(b). Notwithstanding anything in this Section 3.06 to the contrary, the cash amount payable in respect of each Vested Company Option pursuant to Section 3.06(b) shall be determined in a manner consistent with the requirements of Section 409A of the Code. (d) As of immediately prior to the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereof, a portion of each Vested Company Option that is then outstanding shall be assumed and converted into (i) an option to purchase shares of Acquiror Class A Common Stock, as described in this Section 3.06(d) (a such assumed portion, the “Converted Stock Vested Acquiror Option”) to acquire, and (ii) a number of Vested Optionholder Earnout Shares as described in Section 3.06(f). The number of shares of Company Common Stock subject to substantially such portion of the Vested Acquiror Option shall equal (x) the total number of shares of Company Common Stock subject to such Vested Company Option minus (y) the number of shares (if any) of Company Common Stock subject to the Cancelled Option Portion of such Vested Company Option. Each such Vested Acquiror Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as were applicable under applied to the Vested Company Option immediately prior to the First Effective Time (but taking into account any changes thereto by reason of this Section 3.06(d)). As of immediately prior to the First Effective Time, each such Company Option, Vested Acquiror Option as so assumed and converted shall be an option to acquire that number of whole shares of Acquiror Class A Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Parent Company Common Stock subject to such Vested Company Option and (B) the Exchange Ratio, at an exercise price per share of Acquiror Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock of such Vested Company Option divided by (y) the Closing Exchange Ratio. Notwithstanding anything in this Section 3.06(d) to the contrary, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve exercise price and the net number of shares of Parent Acquiror Class A Common Stock issuable subject to the Vested Acquiror Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the aggregate upon exercise case of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, Vested Company Option that is intended to qualify as incentive stock options within the Exchange Fund established pursuant to meaning of Section 3.4(a). Annually, and on the applicable anniversary 422 of the Closing DateCode, Parent shall issue to consistent with the Company Stockholders as requirements of Section 424 of the Code. (e) As of immediately prior to the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereof, each Unvested Company Option that is then outstanding shall be assumed and converted into (i) an option to purchase shares of Acquiror Class A Common Stock (each, an “Unvested Acquiror Option” and, collectively and together with the Vested Acquiror Options, the “Acquiror Options”) and (ii) a number of Unvested Optionholder Earnout Shares as described in Section 3.06(f). Each such Unvested Acquiror Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Unvested Company Option immediately prior to the First Effective Time (but taking into account any changes thereto by reason of this Section 3.06(e)); provided, however, that each Unvested Company Option that vests based on a pro rata basis “Sale of the Company” as set forth defined in the TOI Parent, Inc. 2019 Non-Qualified Stock Option Plan (“Performance Vesting Option”), will be amended to provide that such Performance Vesting Option will vest solely based on the Pre-Closing Consideration SpreadsheetOptionholders continued employment with 25% of the Performance Vesting Option vesting on the first anniversary of the Closing and 75% of the Performance Vesting Option vesting in substantially equal monthly installments, a with full vesting on the third anniversary of the Closing. As of immediately prior to the First Effective Time, each such Unvested Acquiror Option as so assumed and converted shall be an option to acquire that number of whole shares of Acquiror Class A Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Parent Company Common Stock subject to such Unvested Company Option and (B) the Exchange Ratio, at an exercise price per share of Acquiror Class A Common Stock (rounded up to the nearest whole sharecent) equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock of such Unvested Company Option by (y) the Exchange Ratio; provided that all Optionholder Earnout Shares shall be subject to the provisions of Section 3.07(b). Notwithstanding anything in this Section 3.06(e) to the contrary, the exercise price and the number of shares of Parent Acquiror Class A Common Stock that would have otherwise been issuable pursuant subject to any unexercised Converted Stock the Acquiror Options shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Unvested Company Options that expired or were otherwise forfeited during is intended to qualify as incentive stock options within the preceding year. Parent shall continue meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. (f) Immediately following the First Effective Time the Acquiror will grant (i) to reserve and distribute each Pre-Closing Optionholder of a Vested Company Option, a number of shares of Parent restricted Acquiror Class A Common Stock as set forth in this Section 3.2(a)(iiequal to the product of (A) until the anniversary number of Vested Company Options held by such Pre-Closing Optionholder and (B) the Per Share Earnout Consideration (the “Vested Optionholder Earnout Shares”); and (ii) to each Optionholder of an Unvested Company Option a number of restricted shares of Acquiror Class A Common Stock equal to the product of (A) the number of Unvested Company Options held by such Pre-Closing Date on which there are no outstanding Optionholder and unexercised Converted Stock Options. (iiiB) At the Effective Time, Parent shall assume all obligations of Per Share Earnout Consideration (the Company under “Unvested Optionholder Earnout Shares” and together with the Equity Incentive PlanVested Optionholder Earnout Shares, each outstanding Converted Stock Option an “Optionholder Earnout Share” and collectively the agreements evidencing the grants thereof“Optionholder Earnout Shares”). As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (Each Optionholder Earnout Share will be subject to the adjustments required by this vesting and forfeiture conditions specified in Section 3.2 after giving effect to the Merger3.07(b).

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each by virtue of the Merger and without any action of any Party or any other Person (but subject to Section 2.1(b)), all Company Options outstanding immediately prior to the Effective Time (whether a Vested Company Option or an Unvested Company Option) (other than Excluded Options) shall be converted into cease to represent the right to purchase Company Common Stock and shall become an option (to purchase a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A New Longview Common Stock (rounded up under the Longview Incentive Equity Plan equal to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time multiplied by 3.523, rounded down to the Closing Exchange Rationearest whole share (each, a “Rollover Option”) at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (y) the Closing Exchange Ratio3.523, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue rounded up to the nearest whole cent. Each Rollover Option shall be granted under the Longview Incentive Equity Plan but shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Stockholders as of Option immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 2.4(a) after giving effect to the MergerMerger and except for (i) terms rendered inoperative by reason of the transactions contemplated by this Agreement or (ii) such other immaterial administrative or ministerial changes as the Longview Board (or the compensation committee of the Longview Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options. Such assumption and conversion shall occur in a manner intended to comply with the requirements of Section 409A and 424 of the Code, as applicable. (b) At the Effective Time, the Company Equity Plan shall terminate without any further obligations or Liabilities to the Company or any of its Affiliates (including, for the avoidance of doubt, Longview), except as otherwise provided for in Section 2.4(a), and each Company Option (whether a Vested Company Option or an Unvested Company Option) shall no longer be outstanding and shall automatically be canceled, extinguished and retired and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto or under the Company Equity Plan or any underlying grant, award, or similar agreement, except as otherwise expressly provided for in Section 2.4(a). (c) Prior to the Closing, the Company shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan, under the underlying grant, award or similar agreement or otherwise to give effect to the provisions of this Section 2.4. No less than five (5) business days prior to Closing, the Company shall provide to Longview copies of all such necessary or appropriate actions and a meaningful opportunity to provide comments, which comments will be adopted in good faith.

Treatment of Company Options. (ia) Prior to At the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the First Effective Time, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time, whether or not vested and whether or not such Company Option is an In-The-Money Company Option, shall, at the First Effective Time, cease to represent a right to acquire shares of Company Class A Common Stock and shall be assumed by Parent and, automatically and without any action on the part of the holder thereof, shall be converted into an option to purchase Parent Common Stock (a “Converted Stock Parent Option”) covering a number of shares of Parent Common Stock (rounded down to acquire, subject the nearest whole share) equal to substantially the same terms and conditions as were applicable under such Company Option, product of (w) the number of shares of Parent Company Class A Common Stock subject to such Company Option immediately prior to the First Effective Time times (x) the Common Stock Exchange Ratio, and with a per-share exercise price (rounded up to the nearest whole share), determined by multiplying cent) equal to the number quotient of shares (y) the per-share exercise price of Company Class A Common Stock subject to such Company Option immediately prior to the First Effective Time divided by (z) the Common Stock Exchange Ratio. At the First Effective Time, Parent shall assume the Company Equity Plans and any award agreements related to the Converted Parent Options and Converted Parent RSUs and, other than as set forth in this Section, each Converted Parent Option shall be subject to the same terms and conditions (including vesting schedule, repurchase provisions, forfeiture provisions, and any restrictions on exercisability) that are applicable to such Company Option as of immediately prior to the First Effective Time (with such changes as Parent and the Company mutually agree are appropriate to reflect the assumption of the Company Options by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down Parent). Notwithstanding anything to the nearest whole centcontrary in this Section 3.3(a), each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 and Section 424 of the Code) equal shall be converted into a Converted Parent Option in a manner intended to (x) the exercise price per share of Company Common Stock be consistent with Treasury Regulations Section 1.424-1 and not to constitute a “modification” of such Company Option divided by (y) for purposes of Section 409A or Section 424 of the Closing Exchange Ratio, in each case as set forth in the Closing Consideration SpreadsheetCode. (iib) Prior to the First Effective Time, the Company shall take all action necessary for the adjustment of the Company Options and Company RSUs under Section 3.2 and this Section 3.3, as applicable. The Company shall undertake commercially reasonable efforts to ensure that, as of the First Effective Time, no holder of a Company Stock Award (or former holder of a Company Stock Award) or participant in the Company Equity Plans shall have any rights to acquire, or other rights in respect of, the Company Capital Stock, or any capital stock of the Surviving Company or any Subsidiary of Parent, or any other equity interest therein. (c) Parent shall at all times reserve file with the net shares of Parent Class A Common Stock issuable in SEC, as soon as reasonably practicable after the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the First Effective Time, a registration statement on a pro rata basis as set forth in the Closing Consideration SpreadsheetForm S-8 (or any successor form), a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal if available for use by Parent, relating to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant with respect to any unexercised Converted Stock Parent RSUs and Converted Parent Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this accordance with Section 3.2 after giving effect to the Mergerand Section 3.3(a).

Treatment of Company Options. (i) Prior to the ClosingParent shall not assume any Company Options, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, Time each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of outstanding immediately prior to the Effective Time shall become immediately vested and shall without any action on the part of the Parent, the Company or the holder thereof, be cancelled and converted into and shall become a right to receive, without interest, Merger Consideration as follows: (x) the Cash Component of the Merger Consideration less the Option Exercise Price; and (y) the Stock Component of the Merger Consideration, reduced by all applicable withholding taxes pursuant to Section 2.6(e) herein (the Closing Exchange Ratio, at an exercise price per share “Option Consideration”). The aggregate number of shares of Parent Class A Common Stock (issuable and the amount of cash payable to each Cashed-Out Company Optionholder in respect of the Option Consideration shall be rounded down to the nearest whole cent) equal to (x) the exercise price per share number of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock and nearest whole cent, respectively; provided, however, that the maximum number of shares of Parent Common Stock issuable pursuant to the Merger shall not exceed the Merger Shares and the maximum amount of cash payable pursuant to the Merger shall not exceed the Merger Cash. The Company agrees to take all action necessary to effect this cancellation of Company Options upon the Effective Time, including but not limited to, adopting all resolutions, giving all notices, obtaining consents from each Cashed-Out Company Optionholder and taking any other actions which are reasonably necessary or appropriate to effectuate this Section 2.6(b). “Cashed-Out Company Optionholders” shall mean the holders of Company Options whose Company Options are canceled in connection with the aggregate right to receive a portion of the Option Consideration. “Option Exercise Price” shall mean the amount payable to the Company upon exercise of all Converted Stock Company Options then outstanding, and such shares shall not be delivered to, (whether vested or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders unvested) that are outstanding as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior The Company Board has adopted appropriate resolutions and, prior to the Closing, the Company’s Board of Directors (or, if will take all other actions necessary and appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, that each holder of an unexpired and unexercised Company Option shall be converted into an stock option (a “Converted Stock Company Option”) shall have an election to acquire, subject exercise his or her Company Option prior to substantially the same Effective Time or have his or her Company Option cancelled in accordance with this Section 2.6(c). All Company Options shall become fully vested and exercisable on or immediately prior to the Effective Time in accordance with the terms of the 2007 Stock Option Plan of the Company (the “2007 Stock Option Plan”) and conditions as were applicable under contingent upon the Merger becoming effective. (ii) Any holder of Company Options that exercises such Company Option, the number of shares of Parent Class A Common Stock (rounded up Options prior to the nearest whole share), determined by multiplying the number of Closing will receive shares of Company Common Stock subject to in accordance with the terms of such Company Option and the 2007 Stock Option Plan and such holder’s shares of Company Common Stock will be converted at the Effective Time into the right to receive the Merger Consideration specified in Section 2.6(b) in accordance with the provisions thereof. (iii) To the extent that any holder elects to cancel any Company Option before the Effective Time, such holder shall indicate such election pursuant to an Option Cancellation Agreement completed, executed and delivered by such holder to the Company prior to the Effective Time and (i) if such Company Option is not an In-The-Money Option, then such Option shall be automatically cancelled effective as of immediately prior to the Effective Time by and the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock holder thereof shall not be entitled to any payment in connection therewith and (rounded down to the nearest whole centii) equal to (x) the exercise price per share of Company Common Stock of if such Company Option divided by (y) the Closing Exchange Ratiois an In-The-Money Option, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent then such In-The-Money Option shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders automatically cancelled effective as of immediately prior to the Effective Time, on a pro rata basis and, in exchange therefor, the holder of such cancelled In-The-Money Option shall be entitled to receive, without interest, but subject to deductions and other income or employment tax withholding as set forth required by applicable Law, the applicable Closing Company Option Amount and the applicable Additional Company Option Amount in accordance with this Agreement, and shall be paid by the Company, at Closing, in settlement of such holder’s right to receive such Closing Consideration SpreadsheetCompany Option Amount, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) an amount, in cash, equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the such Closing Date on which there are no outstanding and unexercised Converted Stock OptionsCompany Option Amount. (iiiiv) At Except as provided herein or as otherwise agreed by Purchaser and the Company, each Company Option, and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of Company Common Stock shall be terminated by the Company as of the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (a) As soon as practicable following the date of this Agreement, the Company (or, as applicable, the Company Board or the Compensation Committee of the Company Board) shall take such action as may be reasonably necessary (including using its reasonable efforts to obtain any applicable consents and/or amendments) to effect the following provisions of this Section 2.2. The Company shall take all actions reasonably necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to issue Shares or any other consideration (other than as required by this Section 2.2) to any Person pursuant to or in settlement of Company Options. (b) As of the Effective Time, each option to purchase Shares (a “Company Option”) pursuant to the Company’s 2008 Stock Incentive Plan (the “Company Option Plan”) that is then outstanding, vested and unexercised (a “Vested Company Option”) shall be cancelled and converted into the right to receive as soon as reasonably practicable after the Effective Time, a cash amount equal to (i) Prior the total number of Shares subject to such Vested Company Option immediately prior to the ClosingEffective Time multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share issuable under such Vested Company Option. To the extent such Vested Company Option’s exercise price is higher than the Merger Consideration, the Company’s Board holder of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at Option will receive no payment. As of the Effective Time, each Company Option shall be converted into that is then outstanding and unvested (an option (a “Converted Stock Unvested Company Option”) shall be cancelled and converted into the right to acquirereceive as soon as reasonably practicable after the Effective Time, subject a restricted cash award (“RCA”) in an amount equal to substantially (i) the same terms and conditions as were applicable under such Company Option, the total number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock Shares subject to such Unvested Company Option as of immediately prior to the Effective Time multiplied by (ii) the Closing Exchange Ratioexcess, at an exercise price per share if any, of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by Merger Consideration over (y) the Closing Exchange Ratio, in each case as set forth in exercise price payable per Share issuable under such Unvested Company Option. To the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve extent such Unvested Company Option’s exercise price is higher than the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part ofMerger Consideration, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants holder of such Converted Stock Unvested Company Option will receive no payment. RCAs shall continue in effect on the same terms and conditions (be subject to the adjustments required by this Section 3.2 after same vesting conditions and vesting schedules applicable to the Unvested Company Options without giving effect to the Merger)transactions contemplated herein and unvested RCAs are not transferable by means of sale, assignment, exchange, pledge or otherwise. On the date, and to the extent, that the Unvested Company Options would have become vested without giving effect to the transactions contemplated herein, such corresponding portion of the RCAs shall be converted into US dollars and will be delivered to the holder of such RCAs, net of any applicable withholding taxes, as soon as practicable thereafter. The holder of the RCAs is personally responsible for the proper reporting and payment of all taxes related to the distribution. (c) As provided herein, unless otherwise determined by Parent, the Company Option Plan shall terminate as of the Effective Time.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person (except, in the case of the Company, actions required by Section 2.3(e)), each Company Option that is not a Cash Elected Company Option that is outstanding immediately prior to the Effective Time shall be cancelled and converted into an option (a “Converted to purchase Sandbridge Class A Common Stock Option”) to acquire, subject to upon substantially the same terms and conditions as were applicable under are in effect with respect to such Company Option immediately prior to the Effective Time, including with respect to vesting, expiration and forfeiture provisions (each, an “Assumed Option, the ”). Each Assumed Option shall (i) cover a number of shares of Parent Sandbridge Class A Common Stock (rounded up equal to the nearest whole share), determined by multiplying product of the number of shares of Company Common Stock subject to such the applicable Company Option as immediately prior to the Effective Time and the Exchange Ratio (rounded down to the nearest whole share) and (ii) have a per share exercise price determined by dividing the per share exercise price of the applicable Company Option immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock Ratio (rounded up to the nearest whole share) equal cent); provided that such conversion shall in all events occur in a manner intended to comply with the shares applicable requirements of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired Section 409A or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary 424 of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsCode. (iiib) At the Effective Time, Parent each Vested Company Option with respect to which an election to receive only cash (a “Cash Election”) has been properly made and not revoked pursuant to Section 2.4(j) (a “Cash Elected Company Option”) that is issued and outstanding immediately prior to the Effective Time shall assume all obligations be canceled and converted into the right to receive, subject to Section 2.3(c), an amount in cash equal to, with respect to each share of Company Common Stock subject to such Cash Elected Company Option, (i) the Per Share Merger Consideration, without interest, minus (ii) the exercise price applicable to the share of Company under Common Stock underlying such Cash Elected Company Option (the Equity Incentive Plan, each outstanding Converted Stock Option and “Cash Election Consideration”). All Cash Election Consideration payable to the agreements evidencing the grants thereof. As holders of Cash Elected Company Options (“Cash Election Optionholders”) will be paid as soon as practicable after the Effective TimeClosing Date through the regular payroll processes of the Company and shall be subject to all applicable Tax and other withholdings. (c) If the aggregate amount of Cash Election Consideration to be paid in respect of the aggregate number of Cash Elected Company Options would exceed the Cash Election Consideration Cap, Parent a portion of the Vested Company Options that are considered Cash Elected Company Options will be reduced in accordance with this Section 2.3(c) by the minimum amount necessary to provide that the total Cash Election Consideration does not exceed the Cash Election Consideration Cap. Such reduction shall deliver be applied to the holders of Converted Stock Vested Company Options appropriate notices setting forth held by each Cash Election Optionholder in an equitable manner as is determined by the Company in its sole discretion such holders’ rights, and that the agreements evidencing the grants of such Converted Stock Option shall continue in effect on Cash Election Consideration to be received by each Cash Election Optionholder is reduced by approximately the same terms and conditions (subject percentage amount. Following any such reduction in the Vested Company Options eligible to the adjustments required by this Section 3.2 after giving effect to the Merger).receive Cash Election

Treatment of Company Options. Each outstanding Company Option held by an individual (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan“Cashed-Out Options”) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, canceled at the Effective Time, each Company Option shall be Time and converted into the right to receive an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up amount in cash equal to the nearest whole share), determined product obtained by multiplying (A) the aggregate number of shares of Company Common Stock subject to for which such Company Option as of was vested and exercisable immediately prior to the Effective Time by (after giving effect to any accelerated vesting provisions thereof) and (B) the Closing Exchange Ratioexcess, at an exercise price per share if any, of Parent Class A the Per Share Common Stock (rounded down to the nearest whole cent) equal to (x) Amount less the exercise price per share of Company Common Stock of such Company Option divided by (ythe “Option Consideration”) after which it shall be cancelled and extinguished. If (X) the Closing Exchange RatioPer Share Common Amount does not exceed the per share exercise price of each outstanding Company Option or (Y) the Company Option is not vested and does not otherwise vest under the terms of an agreement existing as of the date hereof, in each case as set forth in then such Company Option (or the Closing Consideration Spreadsheet. portion thereof that is not vested) shall be deemed canceled and extinguished, with no further rights to the holder thereof (iithe “Cancelled Options”) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares Company Option shall not be delivered to, or constitute part of, deemed a Cashed-Out Option. The Company shall take all necessary action to provide for the Exchange Fund established cancellation of each Company Option in accordance with this Section 1.6(h). Following receipt of a Letter of Transmittal and surrender of each agreement representing any Cashed-Out Options pursuant to Section 3.4(a1.11(a)(ii). Annually, and on the Company shall promptly pay the applicable anniversary portion of the Option Consideration to the eligible Company Option Holders, which amount shall be paid by the Company to the applicable Company Option Holder through its payroll system on a special payroll run on the Closing Date, Parent . No interest shall issue to accrue or be paid on the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Option Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant payable with respect to any unexercised Converted Stock Options that expired Cashed-Out Options. In no event shall any Cashed-Out Option or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsCancelled Option be assumed by Parent. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board As of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each outstanding and unexercised option to purchase Shares (each, a “Company Option”), or portion thereof, granted under each stock option or other equity plan of the Company (each, a “Company Stock Plan”) to the extent it is vested or becomes vested as of the Effective Time (each, a “Vested Company Option”) shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be converted into entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to all applicable withholding or other Taxes required by applicable Law) of an option amount equal to the product of (a 1) the total number of Shares subject to such Vested Company Option immediately prior to such cancellation and (2) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Converted Vested Option Payments”). Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Vested Company Option is greater than or equal to the Merger Consideration, the Vested Company Option shall be terminated and cancelled at the Effective Time and no Vested Option Payment shall be made. From and after the Effective Time, any such cancelled Vested Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Vested Option Payment, if any. The Vested Option Payments shall be paid by Parent or the Surviving Corporation as soon as practicable (and in any event within five (5) Business Days) following the Effective Time, without interest. (ii) As of the Effective Time, each outstanding and unexercised Company Option, or portion thereof, that is unvested as of the Effective Time (each, an “Unvested Company Option”) to acquire, shall be assumed by Parent (subject to substantially the same remainder of this Section 2.4(a)(ii)) and shall be converted into and become an option to purchase Common Stock par value $0.50 per share of Parent (“Parent Common Stock”), having the terms set forth in the Company Stock Plan pursuant to which such Unvested Company Option was granted (as in effect immediately prior to the Effective Time) and conditions the terms set forth in the stock option agreement by which such Unvested Company Option is evidenced (as were applicable in effect immediately prior to the Effective Time), except as such terms may be rendered inoperative by reason of the transactions contemplated by this Agreement or may be modified to effect the assumption and conversion of such Unvested Company Option pursuant to this Section 2.4(a)(ii) (all Outstanding Unvested Company Options that are assumed pursuant to this Section 2.4(a)(ii) are hereafter referred to as “Assumed Options”). All rights to purchase Shares under such Company OptionAssumed Options shall, upon their assumption, be converted into rights to purchase Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Assumed Option may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Class A Common Stock (rounded up subject to the nearest whole share), each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock Shares that were subject to such Company Assumed Option as of immediately prior to the Effective Time by the Closing Exchange Conversion Ratio, at an exercise price per share of Parent Class A Common Stock (rounded and rounding the resulting number down to the nearest whole cent) equal to (x) the exercise price per share number of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstandingeach Assumed Option shall be determined by dividing the per share exercise price of Shares subject to such Assumed Option, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of in effect immediately prior to the Effective Time, on a pro rata basis as set forth in by the Closing Consideration SpreadsheetConversion Ratio, a number of shares of Parent Class A Common Stock (rounded and rounding the resulting exercise price up to the nearest whole sharecent; and (iv) equal to any restriction on the shares exercise of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Assumed Option shall continue in full force and effect on and the same terms term, exercisability, vesting schedule and conditions other provisions of such Assumed Option shall otherwise remain unchanged as a result of the assumption of such Assumed Option; provided, however, that: (A) each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the adjustments required Effective Time; and (B) Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Assumed Option. The transactions contemplated by this Section 3.2 after giving effect 2.4(a)(ii) shall in all cases be done in a manner intended to comply with Section 409A of the Code and, to the Mergerextent applicable, Section 424 of the Code. For purposes of this Section 2.4(a)(ii), the “Conversion Ratio” means the fraction having a numerator equal to the Merger Consideration and having a denominator equal to the average closing price of a share of Parent Common Stock as reported on the New York Stock Exchange for the period of ten consecutive trading days ending on (and including) the second trading day prior to the Effective Time.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each option to purchase shares of Common Stock granted under the Company Option Stock Plans (each, a “Company Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed and converted automatically at the Effective Time into an option (a “Converted Stock Option”) to acquireacquire shares of Parent Stock, subject to on substantially the same terms and conditions as were applicable under such Company Option, Option (including vesting schedule) except that (i) the number of shares of Parent Class A Stock subject to each such option or right shall be determined by multiplying the number of shares of Common Stock subject to such Company Option immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Stock on the New York Stock Exchange over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) and (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole share), determined by multiplying cent) shall equal (x) the number of per share exercise price for the shares of Company Common Stock subject otherwise purchasable pursuant to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Equity Award Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as reasonably practicable after following the Effective Time, Parent shall deliver to the holders each holder of Converted Stock Options a Company Option 6 an appropriate notices notice setting forth such holders’ rights, and the agreements evidencing the grants terms of such Converted assumption and conversion. With respect to any Company Option that is an “incentive stock option” (within the meaning of Section 422 of the Code) immediately prior to the Effective Time, the parties hereto intend that such assumption and conversion shall, to the extent reasonably practicable, conform to the requirements of Section 424(a) of the Code. (b) Parent shall take such actions as are necessary for the assumption of the Company Options pursuant to this Section 2.4, including the reservation, issuance and listing of Parent Stock Option as is necessary to effectuate the transactions contemplated by this Section 2.4. Parent shall continue in effect prepare and file with the SEC a registration statement on Form S-8 with respect to the same terms and conditions (shares of Parent Stock subject to the adjustments required by this Section 3.2 after giving effect to assumed Company Options as soon as practicable and in no event later than the Merger)fifth (5th) Business Day following the Effective Time.

Treatment of Company Options. (a) Following the date of this Agreement and prior to the Closing Date, the Company shall, in compliance with any notice requirements under the Company’s Option Plan and the applicable Option Agreement, notify each holder (each, an “Optionholder”) of a Company Option of the proposed Merger and the effect of the Merger on the Company Options. Upon the exercise of any Company Option on or prior to the Business Day immediately preceding the Closing Date, the holder thereof (i) Prior to will receive from the ClosingCompany a certificate, the Companyregistered in such holder’s Board of Directors (orname, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying evidencing the number of shares of Company Common Stock to which such holder is entitled, and (ii) following such exercise shall be treated as a Stockholder. For purposes of this Agreement, the term “Option Agreement” means collectively, all documents evidencing a Company Option. (b) At the Effective Time, by virtue of the Merger, and without further action on the part of Parent, Acquisition Sub or the Company or their respective stockholders, each unexercised Company Option (whether or not exercisable, vested or unvested) shall be assumed by Parent and shall become an option under the Parent Plan (a “Parent Option”) to acquire such whole number of shares of Parent Common Stock as shall equal (i) the number of Option Shares subject to such Company Option as of immediately prior to Option, multiplied by (ii) the Effective Time by Conversion Ratio (rounding the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded resulting number down to the nearest whole cent) number), at a per share exercise price equal to (xA) the per share exercise price per share of Company Common Stock of at which such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of was exercisable immediately prior to the Effective Time, on a pro rata basis as set forth in multiplied by (B) the Closing Consideration Spreadsheetquotient of (x) one, a divided by (y) the Conversion Ratio (rounding the resulting number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal cent). Each Parent Option will be evidenced by an option agreement, in form and substance reasonably satisfactory to Parent and the Company, which shall include, among other things, terms and conditions substantially similar to those applicable under the Company’s Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights, vesting provisions and provisions regarding acceleration of vesting upon certain transactions). After such assumption and conversion, each Company Option shall be deemed terminated and of no further force or effect. (c) Notwithstanding anything to the contrary, (i) in no event will (A) the excess of the aggregate fair market value of the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant subject to any unexercised Converted Stock Options that expired or were otherwise forfeited during Company Option as a result of the preceding year. Parent shall continue to reserve and distribute operation of Section 1.7(b) over the aggregate option price of such shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of immediately after the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At exceed the Effective Time, Parent shall assume all obligations excess of the aggregate fair market value of such shares before the Closing Date; and (B) the ratio of the exercise price to the fair market value of the shares subject to any unexercised Company Option as a result of the operation of Section 1.7(b) immediately after the Closing Date be greater than the ratio of the exercise price to the fair market value of such unexercised Company Option immediately before the Closing Date, and (ii) in the case of a Company Option which is an Incentive Stock Option (as defined in Section 421 of the Code), in no event will the substitute Parent Option give the holder thereof additional benefits which such holder did not have under the Equity Incentive Plan, each outstanding Converted Stock Option Company Option. It is the intent of this provision that the substitution of options under Section 1.7(b) comply with the requirements of Treas. Reg. Section 1.409A-1(b)(v)(D) (relating to substitutions and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders assumptions of Converted Stock Options appropriate notices setting forth such holders’ stock rights, ) and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Treas.

Treatment of Company Options. (ia) Prior The Company (subject to Parent’s review and consent, which shall not be unreasonably withheld) shall take all lawful action so that each option to purchase Company Common Stock issued by the Company pursuant to the ClosingCompany Stock Plans (as defined below) and the Convertible Note Purchase Agreement, dated as of May 23, 2021, by and among the Company and the purchasers party thereto (the “2021 Note Purchase Agreement”), whether or not then vested or exercisable, that is outstanding immediately prior to the Effective Time (each a “Company Option” and collectively, the Company’s Board of Directors (or“Company Options”) shall, if appropriateat the Effective Time, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide assumed by Parent so that, at the Effective Time, each Company Option shall be converted into deemed to constitute an option (a “Converted Stock Option”) to acquire, subject to substantially on the same terms and conditions as were applicable under to such Company Option as set forth in the applicable Company Stock Plan (including any applicable award agreement, other agreement or other document evidencing such Company Option) and the applicable options award agreement entered into pursuant to the 2021 Note Purchase Agreement, in each case immediately prior to the Effective Time, such number of shares of Parent Class A Common Stock (rounded up down to the nearest whole share), determined by multiplying number) that is equal to the number of shares of Company Common Stock subject to the unexercised portion of such Company Option as of immediately prior to the Effective Time multiplied by the Closing Exchange Ratio, at an Ratio and the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the exercise price per share of Parent Class A Common Stock such Company Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (rounded down up to the nearest whole cent) equal (the “Assumed Company Options”). The assumption of the Company Options is intended to comply with the regulations and other binding guidance under Section 409A of the Code, including Treas. Reg. 1.409A-1(b)(5)(v)(D), and the Assumed Company Options shall be subject to the same terms and conditions (xincluding vesting schedule, expiration date, exercise provisions, transfer restrictions and status as an “incentive stock option” under Section 422 of the Code, if applicable) as were applicable to the exercise price per share corresponding Company Options immediately prior to the Effective Time. It is the intention of the parties hereto that each Company Common Option issued pursuant to the Company Stock Plans so assumed by Parent shall qualify at the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option divided by (yqualified as an incentive stock option immediately prior to the Effective Time and the provisions of this Section 2.3(a) shall be applied consistent with that intent and in a manner that satisfies the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares requirements of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Treasury Regulations Section 3.4(a1.424-1(a). Annually, and on Within 30 Business Days after the applicable anniversary of the Closing DateEffective Time, Parent shall will issue to the Company Stockholders as of each Person who, immediately prior to the Effective Time, on was a pro rata basis as set forth in the Closing Consideration Spreadsheetholder of a Company Option, a number document evidencing the foregoing assumption of shares of such Company Option by Parent. (b) Parent Class A Common Stock shall file a registration statement on Form S-8 (rounded up to the nearest whole shareor any successor form) equal or another appropriate form with respect to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant subject to any unexercised Converted Stock the Assumed Company Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares within a reasonable period of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable time after the Effective Time, and shall use commercially reasonable efforts at least equivalent to those used in maintaining the effectiveness of its existing registration statement(s) for its equity plans to maintain the effectiveness of such registration statement for so long as such Assumed Company Options remain outstanding. The Company and its counsel shall reasonably cooperate with and assist Parent shall deliver in the preparation of such registration statement. (c) From and after the Effective Time, unless the compensation committee of the Parent Board (as defined below) determines otherwise, all references to the holders Company in the Company Stock Plans and in each award or other agreement evidencing or relating to any Assumed Company Option or any other Company equity-based award, shall be deemed (i) for all purposes relating to employment, consultancy or directorship (or words of Converted Stock Options appropriate notices setting forth such holders’ rightssimilar meaning) to refer to Parent and its Subsidiaries and (ii) for all other purposes, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect refer to the Merger)Parent.]

Treatment of Company Options. (a) Effective as of the Closing, Buyer shall assume the Company Option Plan and all of the Company Options (other than Out-of-Money Options) that are outstanding and unexercised at the time of the Closing. Immediately following the Closing, the Company and Buyer shall cause the applicable award agreements issued to each Company Option Holder under the Company Option Plan to be amended pursuant to the applicable Amendment to the Company Stock Option Agreement and without any action on the part of the Company Option Holder thereof. Pursuant to each Amendment to the Company Stock Option Agreement and subject to the terms and conditions thereof, each Company Option (other than Out-of-Money Options) that is outstanding and unexercised immediately following the Closing shall be converted into a number of shares of BFI Common Stock (each such share of BFI Common Stock, an “Option Consideration Share”) equal to the quotient obtained by dividing (i) the product of (A) the aggregate number of shares of Common Stock issuable upon exercise of each such Company Option by (B) the excess of (1) the Company Per Share Value less (2) the exercise price per share applicable to such Company Option, by (ii) the BFI Closing Date Price. (b) Notwithstanding the foregoing, effective as of the Closing, each Out-of-Money Option shall be cancelled without any consideration in respect thereof. (c) As soon as reasonably practicable following the final delivery of the Final Allocation Table as provided in Section 5.18(b), the Company and Buyer will use commercially reasonable efforts to deliver to each applicable Company Option Holder such Company Option Holder’s Amendment to the Company Stock Option Agreement pursuant to this Section 2.07, duly executed by the Company and Buyer. (d) Prior to the Closing, (i) the Company’s Board Company shall take, or cause to be taken, all corporate action reasonably necessary under the Company Option Plan or otherwise to give effect to the provisions of Directors this Section 2.07 and (or, if appropriate, any committee thereof administering the Equity Incentive Planii) Buyer shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as corporate action reasonably necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (reserve for issuance a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the sufficient number of shares of Parent Class A BFI Common Stock (rounded up for delivery with respect to the nearest whole share), determined Option Consideration Shares issued by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, it in each case as set forth in the Closing Consideration Spreadsheetaccordance with this Section 2.07. (iie) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of On the Closing Date, Parent Buyer shall issue to prepare and file with the Company Stockholders as SEC a registration statement on Form S-8 covering the issuance of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary all of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company Option Consideration Shares. The registration statement will become effective under the Equity Incentive Plan, each outstanding Converted Stock Option and Securities Act automatically upon filing with the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)SEC.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each Company Option, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and each Vested In-the-Money Option shall be converted into an option (a “Converted Stock Option”) the right to acquire, subject to substantially receive the same terms applicable Option Consideration; provided that each Company Optionholder’s Pro Rata Portion of the Escrow Amount and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject Representative Amount with respect to such Company Option shall be withheld at the Effective Time and deposited with the Escrow Agent and with the Representative (as applicable) and each holder of a Vested In-the-Money Option shall have a contingent right to receive such Person’s Pro Rata Portion of the Escrow Funds or the Representative Amount to the extent released from escrow for the benefit of the Company Securityholders or otherwise distributed to the Company Securityholders in accordance with the terms hereof. For the avoidance of doubt, all Company Options that are not Vested In-The-Money Options (including any unvested portion of any Company Options that are outstanding immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down and any Company Options that are outstanding immediately prior to the nearest whole cent) equal to (x) the Effective Time with an exercise price per share of Company Common Stock that is more than the Common Merger Consideration) shall be terminated and cancelled without the payment of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheetany consideration. (iib) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstandingThe Company shall, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on take all necessary actions (including adopting any necessary resolutions of the Company Board and/or a pro rata basis committee of the Company Board or providing all required notices and obtaining any required consents) to ensure that all outstanding Company Options are treated as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth provided for in this Section 3.2(a)(ii) until 2.6, and that no holder of any such Company Option have any rights thereafter with respect thereto except as expressly provided in this Section 2.6. In addition, the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At Company shall, prior to the Effective Time, Parent shall assume take all obligations necessary actions (including adopting any necessary resolutions of the Company under Board) to terminate any and all equity compensation plans and programs, including the Equity Incentive Option Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon effective as practicable after of the Effective Time, Parent Time to ensure that such Option Plan shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants no longer have any force or effect as of such Converted Stock Option Effective Time and no Company Optionholder shall continue have any rights thereunder, including any rights to acquire any equity securities of the Company, other than as set forth herein or by applicable Law. (c) Payments under this Agreement which are delayed beyond the Closing are intended to satisfy the requirements of Treasury Regulations Section 1.409A-3(i)(5)(iv)(A), applicable to transaction-based compensation that is payable on account of the consummation of a change in effect on ownership or effective control of the same terms Company and conditions (subject that otherwise satisfies the definition in Treasury Regulations Section 1.409A-3(i)(5)(i). The execution of this Agreement is not intended to cause the adjustments required by this Company Options to be classified as nonqualified deferred compensation plans under Section 3.2 after giving effect to 409A of the Merger)Code.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each no Company Option will be continued, assumed or substituted for by the Company or Parent as part of the Merger. Prior to the Effective Time, the Company shall be converted into an option take all actions under the Equity Incentive Plan and otherwise to cause each of the Company Options, or portion thereof, that are vested immediately prior to the Effective Time, including any Company Options that vest by their terms in connection with the transactions contemplated under this Agreement (a the “Converted Stock OptionVested Company Options”) to acquirebe cancelled and converted into the right to receive, subject to substantially in consideration of the same terms and conditions as were applicable under cancellation of each such Vested Company Option, an amount in cash equal to the number sum of shares (A) the product of Parent Class A (1) the excess, if any, of (x) the Per Share Common Estimated Merger Consideration over (y) the applicable exercise price per share of the Company Common Stock issuable under such Vested Company Option, multiplied by (rounded up to the nearest whole share), determined by multiplying 2) the number of shares of Company Common Stock subject to such Vested Company Option (such number of shares, the “Exercise Number”) for such Vested Company Option (such resulting amount, the “Estimated Option Merger Consideration”); and (B) the product of (1) the Exercise Number for such Vested Company Option, multiplied by (2) the excess, if any, of (x) the sum of the Per Share Common Estimated Merger Consideration and the Per Share Common Additional Merger Consideration, if any, over (y) the sum of the applicable exercise price per share of Company Common Stock issuable under such Vested Company Option and the amount, if any, of the excess described in clause (A)(1) of this Section 2.6(d) (the “Additional Option Merger Consideration”). Prior to the Effective Time, the Company shall take any and all action necessary or appropriate under the Equity Incentive Plan or otherwise to cause each Company Option, or portion thereof, that is not a Vested Company Option and that is unexercised and outstanding as of immediately prior to the Effective Time by to be cancelled without the Closing Exchange Ratio, at an exercise price per share payment of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered any consideration. Prior to, or constitute part ofpromptly following, the Exchange Fund established pursuant Closing, the Company or the Surviving Corporation, as applicable, shall, or shall cause the Paying Agent to, deliver to Section 3.4(aeach Company Optionholder a letter of transmittal substantially in the form of Exhibit C-1 (the “Option Letter of Transmittal”). Annually, and on the applicable anniversary which shall contain instructions for providing certain information about such Company Optionholder’s Vested Company Options in exchange for such Company Optionholder’s portion of the Estimated Merger Consideration and any Additional Merger Consideration. All payments of the Estimated Option Merger Consideration shall be made no later than three (3) Business Days after the Closing Date, Date or as promptly as practicable after such Company Optionholder’s Option Letter of Transmittal is received by Parent if not delivered at the Closing. All payments of Additional Option Merger Consideration Table of Contents shall issue be made no later than three (3) Business Days after the date any Additional Merger Consideration is paid to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to Section 2.8(d). With respect to any unexercised Converted Stock Options that expired payment of Estimated Option Merger Consideration or were otherwise forfeited during the preceding year. Parent Additional Option Merger Consideration, if any, to any Company Optionholder holding Vested Company Options, such payment shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until be made through the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective TimeSurviving Corporation’s payroll system or, Parent shall assume all obligations of if such Company Optionholder is not employed by the Company under the Equity Incentive Planon such date, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)check.

Treatment of Company Options. (i) Prior At the Effective Time, each option award in respect of Shares granted under any Company Equity Award Plan “Company Option”) that is outstanding immediately prior to the ClosingEffective Time, whether vested or unvested, that is an In-the-Money Option, shall fully vest and shall be cancelled and converted automatically into the right to receive, an amount in cash, without interest, equal to the product of (i) the amount by which the Per Share Merger Consideration exceeds the exercise price per Share of such In-the-Money Option and (ii) the total number of Shares subject to such In-the-Money Option, net of applicable withholding, which amounts shall be paid (x) to holders of In-the-Money Options who are current employees of the Company or former employees of the Company who held the applicable In-the-Money Options while employed, through the Surviving Corporation’s payroll system or (y) to other holders of In-the-Money Options in accordance with the Surviving Company’s Board of Directors standard practices for amounts payable to non-employee service providers, in either case, on the next regularly scheduled payment date that is no earlier than five (or, if appropriate, any committee thereof administering 5) Business Days after the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at Effective Time. At the Effective Time, each Company Option that is not an In-the-Money Option shall cease to be converted into an option (a “Converted Stock Option”) outstanding, be cancelled and cease to acquire, subject to substantially exist and the same terms and conditions as were applicable under such Company Option, the number holder of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to any such Company Option as shall not be entitled to payment of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheetany consideration therefor. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior Prior to the Effective Time, on a pro rata basis the Company, the Company Board and the compensation committee of the Company Board, as set forth in applicable, shall adopt any resolutions and take any actions that are necessary to (A) effectuate the Closing Consideration Spreadsheet, a number provisions of shares Section 2.2(a)(i) and (B) terminate each Company Equity Award Plan as of Parent Class A Common Stock (rounded up the Effective Time. Prior to the nearest whole share) equal Closing, the Company shall take all actions necessary to ensure that, from and after the shares Effective Time, neither Parent nor the Surviving Corporation will be required to deliver Shares or other capital stock of Parent Class A Common Stock that would have otherwise been issuable the Company to any Person pursuant to or in settlement of Company Options or any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsother awards under any Company Equity Award Plan. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon promptly as practicable after the Effective Time, Parent shall deliver cause a cash payment to be made to the holders Surviving Corporation in immediately available funds sufficient to permit the Surviving Corporation to make or cause to be made all of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject payments required under Section 2.2(a)(i) to the adjustments required by this Section 3.2 after giving effect extent, if any, the Surviving Corporation does not otherwise have sufficient funds to the Merger)make such payments.

Treatment of Company Options. (i) Prior Immediately prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, all unvested Company Options, whether In-the-money Company Options or Out-of-the-money Company Options, shall become vested and exercisable with respect to all shares covered thereby. (ii) As of the Effective Time, (A) all In-the-money Company Options shall be cancelled and automatically converted into the right of each holder of such In-the-money Company Option shall be converted into to receive an option amount in cash (a “Converted Stock Option”without interest) equal to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, product of (1) the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to Shares underlying such Company Option as multiplied by (2) the excess of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock Purchase Price (in this case rounded down to the nearest whole cent) equal to (x) over the exercise price per share under such Company Option, less any applicable withholding Taxes (the “Option Payment”) and (B) all Out-of-the-money Company Options shall be cancelled and of no further force and effect, and cease to represent a right to acquire Company Common Stock of such Company Option divided by (y) the Closing Exchange RatioShares or Buyer Common Stock, in each case as set forth in the Closing Consideration Spreadsheetwithout any consideration therefor. (iiiii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior Prior to the Effective Time, on Company shall (i) provide each holder of a pro rata basis Company Option a cancellation and consent letter agreement in such form as set forth in is acceptable to Buyer (an “Option Cancellation Letter”) and (ii) shall obtain the Closing Consideration Spreadsheet, receipt from each such holder of a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsCompany Option a duly executed Option Cancellation Letter. (iiiiv) At The payment of the Option Payment, if any, to a holder of a Company Option shall be conditioned upon the receipt of such executed Option Cancellation Letter from such holder. The Option Payment shall be made at or as soon as practicable following the Effective Time, Parent shall assume all obligations in accordance with the Surviving Entity’s ordinary payroll practices; provided, however, that to the extent any payments cannot be paid during such period without causing the recipient to incur an additional income tax under Section 409A of the Company Code, then such payment shall be distributed in accordance with Section 409A of the Code. All Option Payments will be reduced by any withholding for Taxes or other deductions required under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)applicable Law.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board Unless otherwise agreed in writing between Parent and any holder of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide thatOptions, at the Effective Time, each Company Option shall be converted into an then outstanding option to purchase Shares (a “Converted Stock Company Option”), that is vested or that vests upon the occurrence of the Effective Time in accordance with its terms as of the date of this Agreement, shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to receive from the Surviving Corporation, as promptly as practicable following the Effective Time but in no event later than the Company’s first (1st) payroll date that is at least ten (10) Business Days following the Effective Time, an amount in cash (without interest) equal to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, product of (i) the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock Shares subject to such Company Option as of Options immediately prior to the Effective Time multiplied by (ii) the Closing Exchange Ratioexcess, at an exercise price per share if any, of Parent Class A Common Stock (rounded down to A) the nearest whole cent) equal to Merger Consideration over (xB) the exercise price per share of Company Common Stock Share of such Company Option divided (the “Option Consideration”). Unless otherwise agreed to in writing between Parent and the applicable holder of Company Options, at the Effective Time, each then outstanding Company Option held by the individuals listed in Section 4.3(a)(i) of the Company Disclosure Schedule, representing all of the participants in the Company’s Change in Control Plan, effective January 25, 2023 (the “CIC Plan” and participants in the CIC Plan, “CIC Plan Participants”) that is unvested and does not vest by its terms as in effect on the date of this Agreement upon the occurrence of the Effective Time shall automatically be cancelled and converted into a contingent right to receive (x) a cash payment, without interest (a “Contingent Cash Award”), equal to 70% of the Option Consideration with respect to such Company Option and (y) the Closing Exchange Rationumber of non-voting common units of Parent (or any parent company of Parent) (a “Contingent Unit Award”) having a capital value at the Effective Time equal to 30% of the Option Consideration with respect to such Company Option. With respect to any Company Option the vesting of which is subject to stock price performance hurdles, (i) such stock price performance hurdles will be deemed to have been satisfied to the extent the Merger Consideration exceeds the applicable performance hurdle and (ii) any tranches of performance-vesting options whose performance hurdles exceed the Merger Consideration shall automatically be forfeited at the Effective Time. Contingent Cash Awards and Contingent Unit Awards shall be subject to the same terms and conditions that applied to the underlying Company Option immediately prior to the Effective Time except that such Contingent Cash Awards and Contingent Unit Awards shall be settled in each case as set forth in cash and common units, respectively, on the Closing next regularly scheduled payroll date of the Surviving Corporation or the applicable Subsidiary following the applicable vesting dates. Each Company Option (whether vested or unvested and whether held by CIC Plan Participants or non-CIC Plan Participants) for which the exercise price per Share is equal to or greater than the Merger Consideration Spreadsheetshall automatically be cancelled at the Effective Time without payment of consideration and, for CIC Plan Participants, will not be converted into a Contingent Cash Award or Contingent Unit Award. (ii) Unless otherwise agreed in writing between Parent shall and any holder of Company Options, at all times reserve the net shares of Parent Class A Common Stock issuable Effective Time, each then outstanding Company Option held by any individual who is not a CIC Plan Participant (a “non-CIC Plan Participant”) that is unvested and does not vest by its terms as in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and effect on the applicable anniversary date of this Agreement upon the occurrence of the Closing DateEffective Time shall, Parent shall issue automatically and without any required action on the part of the holder thereof, be cancelled and converted into a Contingent Cash Award equal to the Option Consideration with respect to such Company Stockholders Option. Except as of otherwise provided in this Section 4.3(a)(ii), Contingent Cash Awards covered by this Section 4.3(a)(ii) shall be subject to the same terms and conditions that applied to the underlying Company Option immediately prior to the Effective TimeTime (including with respect to service-based vesting requirements); provided, on a pro rata basis as however, that in addition to the service-based vesting requirement, the vesting of 70% of each such Contingent Cash Award covered by this Section 4.3(a)(ii) shall be subject to the satisfaction of the performance based goal(s) set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole shareSection 4.3(a)(ii) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Disclosure Schedule.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board As of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each outstanding and unexercised option to purchase Shares (each, a “Company Option”), or portion thereof, granted under each stock option or other equity plan of the Company (each, a “Company Stock Plan”) to the extent it is vested or becomes vested as of the Effective Time (each, a “Vested Company Option”) shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Company Option shall be converted into entitled to receive, in consideration of the cancellation of such Vested Company Option and in settlement therefor, a payment in cash (subject to all applicable withholding or other Taxes required by applicable Law) of an option amount equal to the product of (a 1) the total number of Shares subject to such Vested Company Option immediately prior to such cancellation and (2) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Vested Company Option immediately prior to such cancellation (such amounts payable hereunder being referred to as the “Converted Vested Option Payments”). Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Vested Company Option is greater than or equal to the Merger Consideration, the Vested Company Option shall be terminated and cancelled at the Effective Time and no Vested Option Payment shall be made. From and after the Effective Time, any such cancelled Vested Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Vested Option Payment, if any. The Vested Option Payments shall be paid by Parent or the Surviving Corporation as soon as practicable (and in any event within five (5) Business Days) following the Effective Time, without interest. (ii) As of the Effective Time, each outstanding and unexercised Company Option, or portion thereof, that is unvested as of the Effective Time (each, an “Unvested Company Option”) to acquire, shall be assumed by Parent (subject to substantially the same remainder of this Section 2.4(a)(ii)) and shall be converted into and become an option to purchase Common Stock par value $0.50 per share of Parent (“Parent Common Stock”), having the terms set forth in the Company Stock Plan pursuant to which such Unvested Company Option was granted (as in effect immediately prior to the Effective Time) and conditions the terms set forth in the stock option agreement by which such Unvested Company Option is evidenced (as were applicable in effect immediately prior to the Effective Time), except as such terms may be rendered inoperative by reason of the transactions contemplated by this Agreement or may be modified to effect the assumption and conversion of such Unvested Company Option pursuant to this Section 2.4(a)(ii) (all Outstanding Unvested Company Options that are assumed pursuant to this Section 2.4(a)(ii) are hereafter referred to as “Assumed Options”). All rights to purchase Shares under such Company OptionAssumed Options shall, upon their assumption, be converted into rights to purchase Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Assumed Option may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Class A Common Stock (rounded up subject to the nearest whole share), each Assumed Option shall be determined by multiplying the number of shares of Company Common Stock Shares that were subject to such Company Assumed Option as of immediately prior to the Effective Time by the Closing Exchange Conversion Ratio, at an exercise price per share of Parent Class A Common Stock (rounded and rounding the resulting number down to the nearest whole cent) equal to (x) the exercise price per share number of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstandingeach Assumed Option shall be determined by dividing the per share exercise price of Shares subject to such Assumed Option, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of in effect immediately prior to the Effective Time, on a pro rata basis as set forth in by the Closing Consideration SpreadsheetConversion Ratio, a number of shares of Parent Class A Common Stock (rounded and rounding the resulting exercise price up to the nearest whole sharecent; and (iv) equal to any restriction on the shares exercise of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Assumed Option shall continue in full force and effect on and the same terms term, exercisability, vesting schedule and conditions other provisions of such Assumed Option shall otherwise remain unchanged as a result of the assumption of such Assumed Option; provided, however, that: (A) each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the adjustments required Effective Time; and (B) Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Assumed Option. The transactions contemplated by this Section 3.2 after giving effect 2.4(a)(ii) shall in all cases be done in a manner intended to comply with Section 409A of the Code and, to the Merger).extent applicable, Section 424 of the Code. For purposes of this

Treatment of Company Options. (a) At the Effective Time, all of the Vested Company Options (other than Rollover Elected Vested Options) outstanding and unexercised immediately prior to the Effective Time will, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, be deemed exercised and converted into the right to receive Newco Class A Common Stock, and the applicable number of shares of Newco Class A Common Stock (with fractional shares of a Company Optionholder aggregated and rounded down to the nearest whole share) shall be determined by finding the quotient of (i) Prior (A) the number of shares of Company Class A Common Stock underlying the vested portion of the Company Option, multiplied by (B) (x) the Per Share Equity Value less (y) the per share exercise price of such Company Option minus (C) the applicable withholding taxes relating to the Closingdeemed exercise of such Vested Company Option divided by (ii) the Reference Price. As of the Effective Time, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options (other than Rollover Elected Vested Options) shall no longer be outstanding and Unvested each holder of Vested Company Options shall cease to have any rights with respect to such Vested Company Options that are not Rollover Elected Vested Options, except as necessary to provide that, at set forth in this Section 4.02(a). Procedures and methodologies for determining Rollover Elected Vested Options and the treatment thereof are set forth on Section 4.02(a) of the Company Disclosure Letter. (b) At the Effective Time, all of the unvested Company Options and all of the Rollover Elected Vested Options outstanding and unexercised immediately prior to the Effective Time, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, will be assumed by VGAC, and each such Company Option shall be converted into an a stock option (each, a “Converted Stock Option”) to acquire, purchase shares of Newco Class A Common Stock. Each such Converted Option as so assumed and converted shall continue to have and be subject to substantially the same terms and conditions as were applicable under to such Company OptionOption immediately before the Effective Time (including vesting (if applicable), expiration date and exercise provisions), except that, as of the Effective Time, each such Converted Option as so assumed and converted shall be exercisable for that number of shares of Parent Newco Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock Shares subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (which product shall be rounded down to the nearest whole cent) equal to (x) the number of shares, at a per share exercise price determined by dividing the per share of Company Common Stock exercise price of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective TimeTime by the Exchange Ratio, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (which quotient shall be rounded up to the nearest whole share) equal to cent; provided, that the exercise price and the number of shares of Parent Newco Class A Common Stock purchasable under each Converted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that would have otherwise been issuable pursuant in the case of any Company Option to any unexercised Converted Stock Options that expired or were otherwise forfeited during which Section 422 of the preceding year. Parent shall continue to reserve Code applies, the exercise price and distribute the number of shares of Parent Newco Class A Common Stock purchasable under such Converted Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code. As of the Effective Time, all unvested Company Options and Rollover Elected Vested Options shall no longer be outstanding and each holder of Converted Options shall cease to have any rights with respect to such unvested Company Options and Rollover Elected Vested Options, except as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options4.02(b). (iiic) At Prior to the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices each Company Optionholder a notice setting forth the effect of the Merger on such holders’ rights, Company Optionholder’s Company Options and describing the agreements evidencing the grants treatment of such Converted Stock Option shall continue Company Options in effect on the same terms and conditions (subject to the adjustments required by accordance with this Section 3.2 after giving effect to the Merger)‎Section 4.02.

Treatment of Company Options. (ia) Prior Subject to paragraph (c) below, immediately prior to the ClosingEffective Time, each outstanding right to acquire Sizeler Common Stock (“Company Options”) granted pursuant to the Company’s Board 1996 Stock Option and Incentive Plan (the “Company Option Plan”) whether or not then exercisable, shall fully vest, contingent on the Closing. The Company shall take all actions necessary to effect such vesting. At the Effective Time, each of Directors the Company Options shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive, as soon as practicable thereafter, an amount of cash from the Surviving Corporation equal to the product of (A) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (B) the total number of shares of Sizeler Common Stock subject to the Company Options to the extent such Company Options shall not theretofore have been exercised (the “Option Amount”) (such payment to be net of applicable withholding taxes). Immediately after the Effective Time, the Surviving Corporation shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 2.3(a). At the Effective Time, each Company Option with an exercise price equal to or greater than the Merger Consideration shall terminate, in accordance with its terms, without payment of any consideration. (b) Immediately prior to the Effective Time, each share of Sizeler Common Stock subject to a right of reacquisition by the Company granted under the Company Option Plan or the Company’s 1994 Directors’ Stock Ownership Plan, as amended through January 15, 2002 (the “Restricted Shares”), shall fully vest, contingent on the Closing. The Company shall take all actions necessary to effect such vesting and issuance. (c) The Company’s Board, or, if appropriate, any committee thereof administering the Equity Incentive Company Option Plan) , shall adopt such resolutions or take such other actions as may be required are necessary to adjust carry out the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each Company Option shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options2.3. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) At the Merger Effective Time, New PubCo shall assume the Company Equity Plan, and all references to “Company” in the Company Equity Plan and the documents governing the Company Equity Plan after the Merger Effective Time will be deemed references to New PubCo, and each Company Option, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Contribution Effective Time shall automatically cease to represent the right to purchase Company Ordinary Shares and shall be canceled and extinguished in exchange for an option to purchase New PubCo Ordinary Shares (each, a “Rollover Option”) in an amount and at an exercise price determined as follows: (A) the number of New PubCo Ordinary Shares subject to the Company Option will be equal to the number of Company Ordinary Shares subject to such Company Option immediately prior to the Contribution Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share and (B) the exercise price per share will be equal to the exercise price per share immediately prior to the Contribution Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent. Each Rollover Option shall, from and after the Merger Effective Time, have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Option immediately prior to the Merger Effective Time. No Company Options shall be permitted to be exercised between the Contribution Effective Time and the Merger Effective Time. Prior to the Closing, the Company’s Board Company Parties shall take, or cause to be taken, all necessary or appropriate actions under the Company Equity Plan (and the underlying grant, award or similar agreements) to give effect to the provisions of Directors this Section 3.2(f); and no less than five (or5) Business Days prior to the Closing Date, if appropriatethe Company Parties shall provide to SPAC copies of all such necessary or appropriate actions and a meaningful opportunity to provide comments, any committee thereof administering which comments will be considered in good faith. No grants shall be made pursuant to the Company Equity Incentive PlanPlan on or after the Contribution Effective Time except with respect to the Forfeited Options (as described below in Section 3.2(f)(ii)). (ii) New PubCo shall adopt such resolutions or take such other actions as may be required (A) reserve for issuance the number of New PubCo Ordinary Shares equal to adjust the number of New PubCo Ordinary Shares subject to Company Options pursuant to the terms of all Vested Section 3.2(f)(i) (or cause its authorized share capital to be increased to permit such reservation should New PubCo not have sufficient authorized but unissued share capital for such issuance) and (B) issue and allot or cause to be issued and allotted the appropriate number of New PubCo Ordinary Shares, in accordance with the terms of the Company Options pursuant to the terms of Section 3.2(f)(i). As soon as practicable following the Closing, New PubCo will prepare and Unvested Company Options as necessary to provide that, at file with the Effective Time, each Company Option shall be converted into an option (SEC a “Converted Stock Option”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the registration statement on Form S-8 registering a number of shares of Parent Class A Common Stock (rounded up New PubCo Ordinary Shares necessary to fulfill New PubCo’s obligations under this Section 3.2(f). In the event that any Rollover Options are forfeited without such options having been exercised, as a result of such Rollover Options failing to vest in accordance with their terms or due to the nearest whole sharetermination of employment or service of the holder of such Rollover Options for cause (“Forfeited Options”), determined by multiplying the number then Rollover Options forfeited within twenty-four (24) months of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time by the Closing Exchange RatioDate shall be granted to beneficiaries of the Company Options or other employees, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratiodirectors and officers, in each case as set forth directed in writing by the Closing Consideration Spreadsheet. board of directors of New PubCo. With respect to Rollover Options forfeited later than twenty-four (ii24) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of months following the Closing Date, Parent then any New PubCo Ordinary Shares subject to such Forfeited Options shall issue be available for grants of new awards pursuant to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsEquity Plan. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to At the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Merger Effective Time, each then outstanding option to purchase shares of Company Option shall be converted into an option Stock (a “Converted Stock Company Option”) to acquire, subject to substantially that is vested and has a per share exercise price that is less than the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up Merger Consideration immediately prior to the nearest whole share)Company Merger Effective Time, determined by multiplying shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash equal to the product of (A) the number of shares of Company Common Stock subject to such the Company Option as of immediately prior to the Company Merger Effective Time multiplied by (B) the Closing Exchange Ratioexcess, at an exercise price per share if any, of Parent Class A Common Stock (rounded down to 1) the nearest whole cent) equal to Merger Consideration over (x2) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio“Option Consideration”). The Surviving Corporation or one of its Subsidiaries, in each case as set forth applicable, shall pay to the holders of such vested Company Options the cash amounts described in the Closing Consideration Spreadsheetimmediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provisions of state, local or international Tax Law with respect to the making of such payment, as promptly as practicable following the Company Merger Effective Time. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to At the Company Stockholders as of Merger Effective Time, each then outstanding Company Option that is unvested and has a per share exercise price that is less than the Merger Consideration immediately prior to the Company Merger Effective Time shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into a contingent right to receive an amount in cash, without interest (a “Contingent Cash Award”), equal to the Option Consideration with respect to such Company Option. Such Contingent Cash Award shall vest and become payable pursuant to the same vesting schedule applicable to such Company Option from which it was converted immediately prior to the Company Merger Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up subject to the nearest whole shareholder’s continued employment with or service to Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) equal to through the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsapplicable vesting dates. (iii) At the Company Merger Effective Time, Parent shall assume all obligations of each Company Option (whether vested or unvested) that has a per share exercise price equal to or greater than the Company under the Equity Incentive PlanMerger Consideration shall, each outstanding Converted Stock Option automatically and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect without any action on the same terms and conditions (subject to part of Parent, the adjustments required by this Section 3.2 after giving effect to Company, or the Merger)holder thereof, be cancelled for no consideration.

Treatment of Company Options. (a) Contingent on and effective immediately prior to the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether under the Option Plan or otherwise, whether or not vested or exercisable, shall become fully vested and exercisable immediately prior to the Effective Time and to the extent not exercised prior to the Effective Time, shall be cancelled at the Effective Time and, in consideration of such cancellation, the holder thereof, subject to Sections 1.9, 1.10, 1.12 and 1.13 and, in the case of Employee Options, the delivery of an Option Termination Agreement in the form attached as EXHIBIT D (an “Option Termination Agreement”), shall be entitled to receive, without interest, a payment in an amount equal to (i) Prior in connection with the distribution on the Closing Date to the ClosingParticipating Securityholders, the Company’s number of shares of Company Common Stock issuable upon the exercise of the Company Option held by such holder (the “Company Option Underlying Common Stock”), multiplied by the excess of the Per Share Closing Consideration applicable to a share of Company Common Stock over the per share exercise price of such Company Option, (ii) in the event that any Contingent Payment becomes due pursuant to Section 1.12, the Company Option Underlying Common Stock multiplied by the Per Share Contingent Consideration applicable to a share of Company Common Stock with respect to such Contingent Payment, (iii) in connection with any Escrow Distribution (if any), the Company Option Underlying Common Stock multiplied by the Per Share Escrow Consideration applicable to a share of Company Common Stock with respect to such Escrow Distribution, (iv) in connection with any positive Adjustment Amount (if any) pursuant to Section 1.10, the Company Option Underlying Common Stock multiplied by the Per Share Adjustment Consideration applicable to a share of Company Common Stock with respect to such positive Adjustment Amount and (v) in connection with the distribution of any portion of the Securityholders’ Representative Reserve to the Participating Securityholders (if any), the Company Option Underlying Common Stock multiplied by the Per Share Representative Reserve Consideration applicable to a share of Company Common Stock with respect to such distribution. (b) The Company agrees that the Board of Directors (or, if appropriate, any committee thereof administering of the Equity Incentive Plan) Company shall adopt such resolutions or take such other actions (including obtaining any required consents) prior to the Effective Time as may be required to adjust effect the terms transactions described in Section 1.6. Upon the conversion and cancellation of all Vested any Company Options and Unvested Company Options as necessary Option pursuant to provide thatthis Section 1.6, at the Effective Time, each such Company Option shall be converted into an option (a “Converted Stock Option”) no longer represent the right to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of acquire any shares of Company Common Stock subject Stock, but shall entitle the holder thereof to such Company Option as of immediately prior to receive only the Effective Time by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, consideration payable in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established respect thereof pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options1.6. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each Vested Company Option that is outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive an option (a “Converted Stock Option”) to acquireamount, subject to substantially the same terms and conditions as were less applicable under such Company Optionwithholdings, the number of shares of Parent Class A Common Stock (rounded up equal to the nearest whole share), determined product obtained by multiplying (A) the number of shares of Company Common Stock subject to covered by such Vested Company Option as of immediately prior to the Effective Time by (B) the Closing Exchange Ratio, at an excess of the Per Share Amount over the per share exercise price per share under such Vested Company Option (“Vested Option Consideration”). Notwithstanding the foregoing, the Pro Rata Portion of Parent Class A Common Stock (rounded down the Vested Option Consideration payable to each holder of a Vested Option pursuant to this Section 2.7(e) will be withheld and placed in escrow pursuant to the nearest whole cent) equal to (x) the exercise price per share escrow provisions of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration SpreadsheetArticle VIII. (ii) Parent At the Effective Time, each Unvested Company Option shall at all times reserve be cancelled and converted into the net right to receive an amount equal to the product obtained by multiplying (A) the number of shares of Parent Class A Company Common Stock issuable covered by such Unvested Company Option immediately prior to the Effective Time by (B) the excess of the Per Share Amount over the per share exercise price under such Unvested Company Option (“Unvested Option Consideration”). The Unvested Option Consideration will be subject to applicable withholdings and continue to have, and be subject to, the same terms and conditions set forth in the aggregate upon exercise of all Converted Stock Options then outstanding, Plan and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on agreements evidencing the applicable anniversary of the Closing Date, Parent shall issue to the corresponding Unvested Company Stockholders as of Option immediately prior to the Effective Time, on including provisions with respect to vesting and acceleration, provided that payments of Unvested Option Consideration will be made in connection with the next regularly scheduled payroll after the last business day of Parent’s fiscal quarter in which the Unvested Company Options to which the Unvested Option Consideration is attributable would have vested. If a pro rata basis as holder of an Unvested Company Option fails to vest in any portion of his or her Unvested Option Consideration (including, due to a failure to meet the applicable vesting requirements set forth in his or her agreement evidencing the Closing Consideration Spreadsheetgrant of such Unvested Company Option), a number of shares of Parent Class A Common Stock (rounded up then such amounts shall revert to the nearest whole share) equal Management Incentive Plan in accordance with the Management Incentive Plan and be forfeited by such holder for no consideration. Each payment of Unvested Option Consideration hereunder is intended to the shares be a “separate payment” for purposes of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary 409A of the Closing Date on which there are no outstanding Code and unexercised Converted Stock Options. (iii) At comply with or be exempt from Section 409A of the Effective TimeCode, and any ambiguities hereunder will be resolved in a manner to maintain such exemption from or compliance with Section 409A of the Code. From time to time, Parent shall assume all obligations will institute appropriate procedures for the payment of the Company under the Equity Incentive Plan, each outstanding Converted Stock Unvested Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver Consideration including with respect to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)Tax withholding.

Treatment of Company Options. (ia) Prior to the Closing, the Company’s Board Effective as of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, each then-outstanding unexercised option (whether vested or exercisable) to purchase shares of the Company Option Common Stock granted under any Company Stock Plan (a “Company Option”) shall be assumed by PubCo and shall be converted into an a stock option (a “Converted Stock PubCo Option”) to acquireacquire shares of PubCo Common Stock in accordance with this Section 3.05(a). Each such PubCo Option as so assumed and converted shall continue to have, and shall be subject to substantially to, the same terms and conditions as were applied to the Company Option immediately prior to the Effective Time (but taking into account any changes thereto provided for in the applicable under Company Stock Plan, in any applicable award agreement or in such Company OptionOption by reason of this Agreement or the Transactions). As of the Effective Time, the each such PubCo Option as so assumed and converted shall be for that number of shares of Parent Class A PubCo Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of the Company Common Stock subject to such Company Option immediately prior to the Effective Time by the Per Share Company Common Stock Consideration, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Per Share Company Common Stock Consideration, which quotient shall be rounded up to the nearest whole cent. The Company shall terminate the Company Stock Plan as of the Effective Time. As of the Effective Time, all Company Options shall no longer be outstanding and each holder of PubCo Options shall cease to have any rights with respect to such Company Options, except as set forth in this Section 3.05(a). (b) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, each PubCo Option shall be subject to the Acquiror Incentive Plan (and considered “Substitute Awards” for purposes thereof) and to the same terms and conditions, including, without limitation, any vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time Time, except for such terms rendered inoperative by reason of the Transactions, subject to such adjustments as reasonably determined by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down PubCo Board to the nearest whole cent) equal be necessary or appropriate to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving give effect to the Merger)conversion or the Transactions.

Treatment of Company Options. (ia) Prior At the Effective Time, each holder of a then-outstanding option to purchase shares of Common Stock under any plan, program or arrangement of the Company (collectively, the "Stock Option Plans"), whether or not then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each share of Common Stock subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the Closingdifference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration therefor, or if the difference between the Merger Consideration and the exercise price of any Option is not a positive number, each Option shall be deemed canceled to the extent provided in the Stock Option Plans. The surrender of an Option in exchange for the Option Consideration, or if the difference between the Merger Consideration and the exercise price of any Option is not a positive number, shall be deemed a release of any and all rights the holder had or may have had in respect of such Option to the extent provided in the Stock Option Plans. Either prior to or as soon as practicable following the consummation of the Tender Offer, the Company’s Board of Directors (or, if appropriate, any committee thereof of the Board administering the Equity Incentive PlanStock Option Plans) shall adopt such resolutions or take other such other actions as may be are required to adjust cause any Options that are not exercisable as of the terms of all Vested Company Options and Unvested Company Options as necessary date hereof to provide that, become exercisable at the Effective Time, each Company Option . All amounts payable pursuant to this Section 3.05(a) shall be converted into an option (a “Converted Stock Option”) to acquire, subject to substantially any required withholding of taxes and shall be paid without interest. (b) The obligation to make the same terms cash payment described in Section 3.05(a): (i) shall be subject to the obtaining of any necessary consents of optionees to the cancellation of the applicable Options and conditions as were applicable under such Company Option, (ii) shall not require any action that violates any of the number Stock Option Plans. Upon the purchase of shares of Parent Class A Common Stock (rounded up pursuant to the nearest whole share)consummation of the Tender Offer, determined by multiplying the number Company shall use its reasonable efforts to adopt such amendments, modifications or resolutions of shares of Company Common the Board with respect to the Stock subject Option Plans as may be permitted thereunder to such Company Option as of immediately prior to provide that following the Effective Time no participant in the Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of Parent, Purchaser, the Company or the Surviving Corporation and to terminate all such plans. Parent and Purchaser and their respective Affiliates shall cooperate with the Company with respect to any such steps, including, without limitation, by causing any notices required by the Closing Exchange Ratio, at an exercise price per share of Parent Class A Common Stock (rounded down Option Plans to be delivered to participants therein. Notwithstanding anything in Section 3.05 to the nearest whole cent) equal to (x) the exercise price per share of Company Common Stock of such Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part ofcontrary, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary failure of the Closing Date, Parent shall issue Company to cause any of the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as actions set forth in this Section 3.2(a)(ii) until the anniversary 3.05 to be taken, including, without limitation, with respect to termination of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations Option Plans or cancellation of the Options, shall not constitute a breach of the terms of, or a default under, this Agreement; provided the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon shall be required to use its reasonable efforts as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)specified above.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at At the Effective Time, each Vested Company Option that is outstanding as of immediately prior to the Effective Time with an exercise price per share that is less than the Per Share Aggregate Consideration Value shall be canceled and extinguished and converted into the right to receive, subject to applicable Taxes and withholdings in accordance with Section 2.11, the Per Unaccredited Share Merger Consideration less the aggregate exercise per share price under such Vested Company Options. The Per Unaccredited Share Closing Cash Consideration owed to holders of Vested Company Options shall be paid promptly following the Effective Time, and such payment may be made (at Parent’s election), in the case of employees or former employees, through the payroll system of the Company or the Affiliate of the Company employing the individual. As a condition to receiving the consideration payable pursuant to this Section 2.06(a)(i), each holder of a Vested Company Option shall enter into an option |US-DOCS\123754940.16|| cancellation agreement in form and substance reasonably acceptable to each of the Company and Parent. (ii) Except as provided in Section 2.06(a)(iii), each Unvested Company Option that is outstanding as of immediately prior to the Effective Time and held by an individual who constitutes an “employee” within the meaning of Form S-8 promulgated under the Securities Act as of immediately following the Effective Time (a “Continuing Service Provider”) shall be assumed by Parent and converted into an option covering Parent Stock (a each Company Option so assumed by Parent, an “Converted Stock Assumed Option”) ). The assumption of the Assumed Options is intended to acquireconstitute an assumption of stock rights pursuant to a corporate transaction in accordance with Treas. Reg. 1.409A-1(b)(5)(v)(D), and, following the Effective Time, each such Assumed Option will continue to have, and be subject to substantially to, the same terms and conditions as were set forth in the applicable under Company Option documents (including the Company Equity Incentive Plans and stock option agreement or other document evidencing such Company Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), the except that (x) each Assumed Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Class A Common Stock (rounded up equal to the nearest whole share), determined by multiplying product of the number of shares of Company Common Stock that were subject to such Unvested Company Option as of immediately prior to the Effective Time multiplied by the Closing Exchange ratio obtained by dividing the Per Share Aggregate Consideration Value by the Parent Stock Price (such ratio, the “Conversion Ratio”), at an exercise price per share of Parent Class A Common Stock (rounded down to the nearest whole centnumber of shares of Parent Stock, and (y) the per share exercise price for the shares of Parent Stock issuable upon exercise of such Assumed Option will be equal to (x) the quotient determined by dividing the exercise price per share of Company Common Stock of at which such Unvested Company Option divided was exercisable immediately prior to the Effective Time by (y) the Closing Exchange Conversion Ratio, in rounded up to the nearest whole cent. Following the Effective Time, the Parent Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Board of Directors or any committee thereof with respect to each case as set forth in the Closing Consideration SpreadsheetAssumed Option. (iiiii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Each Unvested Company Stockholders Option that is outstanding as of immediately prior to the Effective Time, on Time that is held by an individual who does not constitute a pro rata basis as set forth in Continuing Service Provider and each Company Option that has an the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) exercise price per share that is equal to or greater than the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Per Share Aggregate Consideration Value, in each case, shall be canceled and extinguished. In no event shall the Unvested Company Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth described in this Section 3.2(a)(ii2.06(a)(iii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Optionsbe assumed by Parent. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger).

Treatment of Company Options. (a) Each Company Option that is outstanding as of immediately prior to the Effective Time (i) Prior that would otherwise be eligible to vest in accordance with its terms on or before June 1, 2021, subject solely to the Closing, continued services of the holder of such Company Option with the Company through such date or (ii) held by a non-employee director of the Company’s Board of Directors (or, if appropriateshall accelerate and become fully vested and exercisable effective immediately prior to, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide thatcontingent upon, at the Effective Time, subject to the continued services of the holder of such Company Option with the Company through immediately prior to the Effective Time. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Company, each Company Option that is then outstanding, vested and unexercised as of immediately before the Effective Time shall be cancelled and converted into the right to receive cash in an option amount equal to (a “Converted Stock Option”A) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the total number of shares of Company Common Stock subject to such Company Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per share of Company Common Stock under such cancelled Company Option, without interest. No holder of a Company Option that has an exercise price per share of Company Common Stock that is equal to or greater than the Merger Consideration shall be entitled to any payment with respect to such cancelled Company Option before or after the Effective Time. (b) As soon as reasonably practicable after the Effective Time (but no later than fifteen (15) days after the Effective Time), Parent or Purchaser shall pay, or shall cause to be paid, through the Surviving Corporation’s or the applicable Subsidiary’s payroll the aggregate consideration payable hereunder with respect to vested Company Options (net of any withholding Taxes required to be deducted and withheld by applicable Law in accordance with Section 2.9) (e.g. with respect to payments made to a current or former Company employee); provided, however, that to the extent that withholding taxes are not required to be deducted and withheld by applicable Law (e.g., the holder of a Company Option is not, and was not at any time during the vesting period of the Company Option, an employee of the Company or any other Acquired Corporation for employment tax purposes), the consideration payable pursuant to this Section 2.8 with respect to such Company Option shall be deposited in the Payment Fund and paid by the Paying Agent in the manner described in Section 2.6. (c) Subject to Section 2.8(a), each Company Option that is unvested and outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be assumed by Parent and converted into an option to purchase Ultimate Parent Ordinary Shares (each, a “Converted Option”). Except as expressly provided below, each Converted Option will continue to have and be subject to substantially the Closing Exchange Ratiosame vesting terms and conditions as were applicable to such Company Option immediately before the Effective Time, at an exercise price per share except that (i) each Converted Option will be exercisable for that number of shares of Ultimate Parent Class A Common Stock Ordinary Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Shares subject to the Company Option immediately before the Effective Time and (B) the Equity Award Exchange Ratio; and (ii) the per share exercise price for each share of Ultimate Parent Ordinary Shares issuable upon exercise of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) equal to obtained by dividing (xA) the exercise price per share of Company Common Stock of such Company Option divided immediately before the Effective Time by (yB) the Closing Equity Award Exchange Ratio; provided, in each case as set forth in however, that the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve exercise price and the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Ultimate Parent Class A Common Stock (rounded up Ordinary Shares purchasable under each Converted Option will be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Company Option to which Section 422 of the nearest whole share) equal to Code applies, the shares exercise price and the number of Ultimate Parent Class A Common Stock that would have otherwise been issuable Ordinary Shares purchasable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during such option shall be determined in accordance with the preceding year. Parent shall continue foregoing, subject to reserve and distribute shares such adjustments as are necessary in order to satisfy the requirements of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii424(a) until the anniversary of the Closing Date on which there are no outstanding Code and unexercised Converted Stock Optionsthe applicable regulations promulgated thereunder. (iiid) At the Effective Time, Parent shall assume the Company Equity Plans and be entitled to grant equity awards, to the extent permissible under applicable Law, using the remaining share reserve of the Viela Bio Amended and Restated 2018 Equity Incentive Plan as of the Effective Time (including any shares subsequently returned to such share reserves as a result of the termination and forfeiture of Company Options), except that: (i) shares covered by such awards shall be Ultimate Parent Ordinary Shares; (ii) all obligations references in the Viela Bio Amended and Restated 2018 Equity Incentive Plan to a number of Company Shares shall be deemed amended to refer instead to a number of Ultimate Parent Ordinary Shares determined by multiplying the number of referenced Company Shares by the Equity Award Exchange Ratio, and rounding the resulting number down to the nearest whole number of Ultimate Parent Ordinary Shares; (iii) the compensation committee of Parent’s board of directors shall succeed to the authority and responsibility of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver Board or any committee thereof with respect to the holders administration of Converted Stock Options appropriate notices setting forth such holders’ rights, the Company Equity Plans; and (iv) the agreements evidencing the grants of such Converted Stock Option Company Equity Plans shall continue be subject to administrative procedures consistent with those in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to the Merger)under Parent’s equity compensation plan.

Treatment of Company Options. (ia) Prior At or prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all Vested Company Options and Unvested Company Options as necessary to provide that, at the Effective Time, the Company Board shall adopt all such resolutions and take all such actions necessary to cause the Company Stock Incentive Plan to terminate at or prior to the Effective Time. (b) By virtue of the Mergers and without any action on the part of the holders thereof or any other Person, the Cashed Out Portion of each Company Option shall be cancelled immediately prior to the Effective Time and converted into the right to receive (i) an option amount in cash equal to the product of (a “Converted Stock Option”A) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Option, the number of shares Shares underlying the Cashed Out Portion of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time Time, multiplied by (B) the Closing Exchange Ratio, at an amount by which the Per Option Consideration exceeds the Company Option’s exercise price per share (the “Closing Option Consideration”). The Company shall cause payment of the Closing Option Consideration to be made to the holder of such Company Option, if a current or former employee of the Company or a Subsidiary, through the payroll system of the relevant employer entity or, if not a current or former employee of the Company or a Subsidiary, through the Exchange Agent or Escrow Agent (as applicable) as soon as practicable following the Effective Time. (c) By virtue of the Mergers and without any action on the part of the holders thereof or any other Person, the Assumed Portion of each Company Option shall be assumed by Parent and automatically converted into an option (each, an “Assumed Option”) to purchase shares of Parent Class A Common Stock. Each Assumed Option will continue to be subject to substantially the same terms and conditions (including vesting and forfeiture) as applied to the Assumed Option immediately before the Effective Time, after giving effect to any accelerated vesting in connection with the Closing, except that (i) the number of shares of Parent Common Stock (rounded down to underlying each Assumed Option will equal the nearest whole cent) equal to product of (x) the exercise price per share number of Company Common Stock of such Company shares underlying the Assumed Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders as of immediately prior to the Effective Time, on a pro rata basis as set forth in multiplied by (y) the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock Assumption Exchange Ratio (rounded up rounding the result down to the nearest whole share) (“Post-Exchange Share Number”), (ii) the exercise price per share will equal the quotient determined by dividing (x) (A) the product of the Post-Exchange Share Number multiplied by the Parent Stock Closing Price less (B) the Post-Exchange Spread by (y) the Post-Exchange Share Number (rounding such quotient up to the shares of Parent Class A Common nearest whole cent), and (iii) all references to the Company in the Company Stock that would have otherwise been issuable pursuant Incentive Plan and the applicable stock option agreements will be references to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock OptionsParent. (iiid) At Any portion of a Company Option that constitutes neither an Assumed Portion nor a Cashed Out Portion shall be cancelled immediately prior to the Effective Time for no consideration. (e) All amounts payable pursuant to this Section 2.11 shall be subject to any applicable withholding Taxes. (f) Prior to the Effective Time, Parent the Company shall assume adopt such resolutions and take all obligations other actions, including obtaining any consents, as are necessary to effect the treatment of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required contemplated by this Section 3.2 after giving effect to the Merger)2.11.

Treatment of Company Options. (i) Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan“Company Board”) shall will adopt such appropriate resolutions or and take such all other actions as may be required to adjust the terms of all Vested Company Options necessary and Unvested Company Options as necessary appropriate to provide that, at the Effective Time, that each unexpired and unexercised Company Option shall be converted into an stock option (a “Converted Stock Company Option”) that is outstanding immediately prior to acquirethe Effective Time shall become 100% vested and may be exercised or, subject if not exercised will be cancelled. After such resolutions have been adopted by the Company Board, prior to substantially the same terms and conditions as were applicable under such Company OptionClosing, the number of shares of Parent Class A Common Stock (rounded up Company will provide a notice to the nearest whole share), determined by multiplying holders of the number of shares of Company Common Stock subject to such Options apprising them that all Company Option Options that are unexercised as of immediately prior to the Effective Time will be cancelled in accordance with the Company’s 2011 Equity Incentive Plan, as amended through the date hereof (the “Option Plan”), which notice shall include a copy of this Agreement and the required Support Agreement. Subject to the execution of a Support Agreement in the form attached hereto as Exhibit F (“Support Agreement”) and delivery of such executed Support Agreement to Cooley, Purchaser or the Paying Agent, each holder of any such cancelled Vested Company Option will be paid by the Closing Exchange RatioSurviving Corporation in consideration of the cancellation of such Vested Company Option and in settlement therefor, at an exercise price per share of Parent Class A Common Stock amount in cash (rounded down without interest and subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the nearest whole centCompany) equal to the product of (xA) the exercise price per share total number of shares of Company Common Stock of with respect to which such Vested Company Option divided by (y) the Closing Exchange Ratio, in each case as set forth in the Closing Consideration Spreadsheet. (ii) Parent shall at all times reserve the net shares of Parent Class A Common Stock issuable in the aggregate upon exercise of all Converted Stock Options then outstanding, and such shares shall not be delivered to, or constitute part of, the Exchange Fund established pursuant to Section 3.4(a). Annually, and on the applicable anniversary of the Closing Date, Parent shall issue to the Company Stockholders was vested as of immediately prior to the Effective Time, on a pro rata basis as set forth in the Closing Consideration Spreadsheet, a number of shares of Parent Class A Common Stock (rounded up to the nearest whole share) equal to the shares of Parent Class A Common Stock that would have otherwise been issuable pursuant to any unexercised Converted Stock Options that expired or were otherwise forfeited during the preceding year. Parent shall continue to reserve and distribute shares of Parent Class A Common Stock as set forth in this Section 3.2(a)(ii) until the anniversary of the Closing Date on which there are no outstanding and unexercised Converted Stock Options. (iii) At the Effective Time, Parent shall assume all obligations of the Company under the Equity Incentive Plan, each outstanding Converted Stock Option and the agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted Stock Options appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Converted Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.2 after giving effect to any acceleration of vesting of such Vested Company Option in connection with the Mergertransactions contemplated by this Agreement, and (B) the excess of the Common Stock Per Share Amount over the exercise price per share of the Company Common Stock previously subject to such Vested Company Option (the “Option Consideration”); provided that a portion of each such amount will be withheld from such Company Holder as part of the Escrow Fund pursuant to Section 2.11; and provided further, that such Company Holder complies with the exchange procedures set forth herein and those determined by the Purchaser. When the Option Consideration and any amounts payable out of the Escrow Fund to the holder of a cancelled Vested Company Option become due and payable to a holder of cancelled Vested Company Options (whether in accordance with this Agreement or the Escrow Agreement), the Surviving Corporation shall promptly cause such amounts to be disbursed to such holder through the Surviving Corporation’s payroll system, net of applicable Tax withholding. (ii) Except as provided in this Agreement or as otherwise agreed by Purchaser and the Company, each Company Option, the Option Plan and any other plan, program or arrangement providing for the issuance or grant of any interest in respect of Company Common Stock, will be terminated by the Company as of the Effective Time.