Common use of Treatment of Options and Warrants Clause in Contracts

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreement.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of (a) At the Effective Time, each outstanding option (each, a “Company Option”) to purchase shares of Company Common Stock granted under the Company’s Amended and Restated Equity Incentive Plan adopted on January 13, 2019 (the “Company Equity Plan”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall automatically be terminated assumed and retired without converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms and conditions (including any further action forfeiture and post-termination exercise provisions, but not taking into account any accelerated vesting provided for in the Company Equity Plan or in the related award document by reason of the transactions contemplated hereby) as were applicable to such Company Option as of immediately prior to the Effective Time; provided, however, that (i) the number of shares of Parent Common Stock subject to each such Assumed Option shall be equal to the number of shares of Company Common Stock subject to each Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (ii) the exercise price per share of such Assumed Option shall be the exercise price per share of such Option immediately prior to the Effective Time divided by the Exchange Ratio, and (iii) from and after the Effective Time, (x) references to the “Company” under the Company Equity Plan shall be deemed to refer to Parent, (y) references to the “Board” under the Company Equity Plan shall be deemed to refer to the Parent Board, and (z) the committee that administers the Company Equity Plan shall be a committee established by the Parent Board. In all other material respects, the Assumed Options shall continue to be governed by the terms of the Company or Buyer, Equity Plan from and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of after the Effective Time, subject to such additional modifications as the Parent Board (or a committee appointed by the Parent Board) deems appropriate to reflect the Merger. Notwithstanding the foregoing, the exercise price and the number of shares of Parent Common Stock subject to each such Assumed Option or Warrant holder’s execution shall be subject to such adjustments as are necessary in order to avoid the imposition of any additional Taxes under Section 409A of the Code (and delivery regulations issued by the IRS thereunder) or, in the case of any Assumed Option to which Section 422 of the Code applies as of the Effective Time, in order to satisfy the requirements of Section 424(a) of the Code (and regulations issued by the IRS thereunder). (b) Each warrant entitling the holder to purchase shares of Company Common Stock (each, a Letter of Transmittal, “Company Warrant”) issued and outstanding immediately prior to the Effective Time shall thereafter no longer be exercisable but shall thereupon be converted into and become exchangeable for a warrant of like tenor entitling the right holder to receive purchase shares of Parent Common Stock (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement thereforeach, a portion “Replacement Warrant”) that complies with and satisfies the applicable terms and conditions of the Merger Consideration in an amount applicable warrant agreement between the Company and the holder of the Company Warrant and providing that such Replacement Warrant shall be exercisable for a number of shares of Parent Common Stock equal to the product of (i) the excess, if any, number of shares of Company Common Stock that would have been issuable upon exercise of the Company Warrant and (Aii) the Per Share Common Merger ConsiderationExchange Ratio, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over and such Replacement Warrant shall have an exercise price per share equal to: (Bi) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Option or Company Warrant, multiplied divided by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time Exchange Ratio. (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxesc) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate for the adjustment of the Company Stock Option Plans Options and Company Warrants under this Section 3.2 (including, but not limited to, with respect to the Company Options, the waiver of any provisions providing for accelerated vesting by reason of the transactions contemplated hereby). The Company shall ensure that, as of the Effective Time and cause that Time, no further rights holder of a Company Option (or liabilities exist under former holder of a Company Option) or a participant in the Company Stock Option Plans except Equity Plan or any holder of a Company Warrant (or former holder of a Company Warrant) shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Company or any of their Subsidiaries, or any other equity interest therein. (d) As soon as specifically provided in this Agreementpracticable following the Effective Time, Parent shall use its reasonable best efforts to file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to the shares of Parent Common Stock, on an as-converted basis, subject to the Assumed Options.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as (a) As of the Effective Time, shall automatically be terminated and retired without any further action of the each Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and WarrantOption, to the extent outstanding, vested and unexercised as will be canceled and extinguished, and the holder thereof (each, an “Option Holder”) will be entitled to receive in consideration of the Effective Time, subject cancellation and as settlement of all rights of such Option Holder with respect to such Option or Warrant holder’s execution and delivery of a Letter of TransmittalCompany Option, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount in cash equal to the amount (if any) by which (A) the product of (i) the excess, if any, number of shares of Common Stock subject to such Company Option and (Aii) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over exceeds (B) the aggregate exercise price per share of such Option Company Option, without interest and less any amounts required to be deducted and withheld under any applicable Law. All payments with respect to canceled Company Options shall be made by the Disbursing Agent (or Warrantsuch other agent reasonably acceptable to the Company as Parent shall designate prior to the Effective Time) as promptly as reasonably practicable after the Effective Time from funds deposited by or at the direction of Parent to pay such amounts in accordance with Section 2.3(a). (b) As of the Effective Time, multiplied by each warrant to purchase shares of Common stock (iithe “Warrants”) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full is issued and outstanding immediately prior to the Effective Time and not terminated pursuant to its terms shall not thereafter be exchangeable for capital stock of the Surviving Corporation, but rather shall be exercisable for an amount in cash equal to the amount by which (such A) the product with respect to each Option and Warrant, of (i) the number of shares of Common Stock subject to applicable withholding taxes, shall be referred to herein as such Warrant and (ii) the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For exceeds (B) the avoidance of doubt, if the aggregate exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Warrant. (c) Prior to the Effective Time, the Company shall take all action necessary and Parent (or their respective boards of directors or applicable committees thereof) will adopt such resolutions as may be reasonably required to terminate effectuate the actions contemplated by this Section 2.4, without paying any consideration or incurring any debts or obligations on behalf of the Company Stock Option Plans or the Surviving Corporation. (d) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any amounts to be paid hereunder in respect of Company Options, Company Restricted Shares or Warrants any amounts required to be deducted and withheld under any applicable Tax Law. To the extent any amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of such Company Option, Company Restricted Share or Warrant from whose payments in respect of Company Options, Company Restricted Shares or Warrants the Effective Time amounts were so deducted and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreementwithheld.

Treatment of Options and Warrants. Upon the execution (a) Each holder of this Agreementoptions to purchase shares of Company Common Stock (each, a “Company Option”) granted under any equity-based compensation plans of the Company (the “Company Equity Incentive Plans”) outstanding immediately prior to the Effective Time shall use commercially reasonable best efforts be permitted to provide that by the Closing, elect for all outstanding or any portion of such Company Options and Warrants shall cease to be exercisable exercised on a net basis by undertaking irrevocably to exchange the shares of Company Common Stock subject to such Company Options pursuant to Section 2.1(a) and, effective as in connection with such exchange, by relinquishing a fraction of the aggregate Merger Consideration payable pursuant to Section 2.1(a) with respect to such shares of Company Common Stock corresponding to the quotient obtained by dividing (x) the sum of the per share exercise price of such Company Option and the per share amount of any required withholdings with respect to the exercise of such Company Option by (y) the estimated per share value of the Merger Consideration determined, solely for purposes of effectuating net exercises contemplated by this Section 2.5(a), by agreement of the Parties reasonably in advance of the Closing Date. At the Effective Time, shall automatically be terminated each Company Option, whether vested or unvested, that is outstanding and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of immediately prior to the Effective Time, subject Time (disregarding Company Options which the holder has elected to such Option or Warrant holder’s execution and delivery be exercised on a net basis pursuant to the first sentence of a Letter of Transmittal, shall thereafter no longer be exercisable but this Section 2.5(a)) shall be assumed by Parent and converted into an option (each, an “Assumed Option”) to acquire that number of Parent Common Shares (rounded to the right to receive (from the Surviving Corporation within three (3nearest whole share) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, number of (A) shares of Company Common Stock subject to such Company Option immediately prior to the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, Effective Time multiplied by (ii) the number Equity Award Exchange Ratio (as defined below), and each such Assumed Option shall be exercisable at a price per Parent Common Share (which price per share shall be rounded up to the nearest whole cent) equal to the aggregate exercise price of Shares that would have been issuable had such terminated Company Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each divided by the Equity Award Exchange Ratio. Each Assumed Option and Warrant, subject to applicable withholding taxes, shall otherwise be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) same terms and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubtconditions, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Considerationin all material respects, as applicable, then such were applicable under the respective Company Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior immediately prior to the Effective Time, the . The Company shall take all action actions as are necessary to terminate under the Company Stock Option Plans Equity Incentive Plans, the agreements evidencing each such Company Option, and any applicable Law to effect the assumption of the Company Options upon the Effective Time, including, but not limited to, adopting all resolutions and giving all timely notices. The form and substance of any such resolutions and notices shall be subject to review and approval of Parent. (b) Effective as of the Effective Time and cause that no further rights or liabilities exist under Time, each then outstanding warrant to purchase Shares of Company Common Stock (each a “Company Stock Warrant”), granted (x) prior to the date of this Agreement, (y) pursuant to the Company Financing and the financing contemplated by Section 5.1(b) and (z) in connection with the conversion of notes payable and deferred compensation existing prior to the date of, and permitted by, this Agreement shall be assumed by Parent and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a warrant (an “Assumed Warrant”) to purchase (i) a number of Parent Common Shares equal to (A) the number of shares of Company Common Stock Option Plans except subject to such Company Stock Warrant immediately prior to the Effective Time multiplied by (B) the Equity Award Exchange Ratio (as specifically hereinafter defined) (rounded to the nearest whole share), and (ii) a number of Parent Class B Preferred Shares equal to (A) the number of shares of Company Common Stock subject to such Company Stock Warrant immediately prior to the Effective Time multiplied by (B) 0.138485 (rounded to the nearest whole share). The exercise price of such Assumed Warrant shall be equal to (I) the exercise price at which such Company Stock Warrant was exercisable immediately prior to the Effective Time divided by (II) the Equity Award Exchange Ratio (rounded up to the nearest whole cent). Except as otherwise provided in this Agreementherein, the Assumed Warrants shall be subject to the same terms and conditions as were applicable to the corresponding Company Stock Warrants immediately prior to the Effective Time.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of (a) At the Effective Time, each Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall automatically be terminated be, by virtue of the Merger and retired without any further action on the part of any Party, the Company Optionholder, or Buyerany other Person, cancelled and each holder of any such Option or Warrant Optionholder shall cease to have any right rights with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into other than the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in with respect only to Vested In-Money Options an amount in cash, without interest, equal to the product of (i) the excessaggregate number of shares of Socrata Stock subject to such Vested In-Money Option, if anymultiplied by (ii) the excess of the Other Per Share Merger Consideration over the per share exercise price under such Vested In-Money Option, as may be adjusted pursuant to Section 3.5, which shall be payable in accordance with Section 3.4. After the Effective Time, each Optionholder shall only be entitled to the payments described in this Section 3.2(a). For the avoidance of doubt, all unvested or Out-of-Money Options shall be cancelled and the holders thereof shall not have any right to receive any consideration in respect thereof or otherwise have any rights with respect thereto. (b) At or prior to the Effective Time, Socrata’s board of directors shall adopt, or cause to be adopted, any resolutions and take any actions necessary to (i) effectuate the provisions of Section 3.2(a) and (ii) cause the Stock Plan to terminate at or prior to the Effective Time. (c) At the Effective Time, each Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be, by virtue of the Merger and without any action on the part of any Party, the Warrantholder, or any other Person, cancelled and each Warrantholder shall cease to have any rights with respect thereto, other than the right to receive with respect only to In-Money Warrants an amount in cash, without interest, equal to the product of (Ai) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share aggregate number of shares of Socrata Stock subject to such Option or In-Money Warrant, multiplied by (ii) the number excess of Shares that would have been issuable had the Other Per Share Merger Consideration over the per share exercise price under such terminated Option or Warrant been exercised In-Money Warrant, as may be adjusted pursuant to Section 3.5, which shall be payable in full immediately prior accordance with Section 3.4. After the Effective Time, each Warrantholder shall only be entitled to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”payments described in this Section 3.2(c), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, all Out-of-Money Warrants, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Considerationany, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated cancelled and retired without shall not have any payment or other right to receive any consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreementrespect thereof.

Treatment of Options and Warrants. Upon (a) At the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the First Effective Time, shall automatically be terminated and retired without any further action each option to purchase shares of Company Common Stock (each, a “Company Option”) granted under the Company’s 2013 Long-Term Incentive Plan, as amended (the “Company Equity Plan”), whether vested or Buyerunvested, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, that is outstanding immediately prior to the extent unexercised as of First Effective Time shall, at the First Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted, at the First Effective Time, into an option to purchase a number of shares of Parent Common Stock equal to the As-Converted Exchange Ratio, multiplied by the number of shares of Company Common Stock subject to such Company Option or Warrant holder’s execution and delivery as of a Letter of Transmittalimmediately prior to the First Effective Time, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in with an amount exercise price per share equal to the product of (i) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Company Option or Warrant, multiplied by (ii) the number as of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the First Effective Time Time, divided by the As-Converted Exchange Ratio (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the an “Option and Warrant Merger ConsiderationAssumed Common Option”), on terms and conditions (including any vesting or forfeiture and post-termination exercise provisions) that are otherwise the same as were applicable to such Company Option as of immediately prior to the First Effective Time. (b) At the First Effective Time, each warrant entitling the holder to purchase one share of Company Common Stock (each, a “Company Warrant”), whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the times First Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted, at the First Effective Time, into a warrant to purchase a number of shares of Parent Common Stock equal to the As-Converted Exchange Ratio, multiplied by the number of shares of Company Common Stock subject to such Company Warrant as of immediately prior to the contingencies specified therein (subject First Effective Time, with an exercise price per share equal to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price per share of such Company Warrant as of immediately prior to the First Effective Time, divided by the As-Converted Exchange Ratio (an “Assumed Common Warrant”), on terms and conditions (including any vesting or forfeiture and exercise provisions) that are otherwise the same as were applicable to such terminated Option or Company Warrant is equal as of immediately prior to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. First Effective Time. (c) Prior to the First Effective Time, the Company shall take all action necessary to terminate for the adjustment of the Company Stock Option Plans Options under this Section 3.2. As soon as practicable after the First Effective Time, Parent shall deliver a notice to holders of Assumed Common Options describing the adjustments set forth in this Section 3.2. To the extent necessary to effect Parent’s obligations under this Section 3.2, Parent shall assume sponsorship of the Company Equity Plan, effective as of the First Effective Time Time. (d) Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Assumed Common Options and cause Assumed Common Warrants as a result of the actions contemplated by this Section 3.2. As soon as practicable following the First Effective Time, and in any event, not later than thirty (30) days thereafter, Parent shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to the shares of Parent Common Stock that no further rights are or liabilities exist under may become subject to the Company Assumed Common Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Assumed Common Options remain outstanding and such shares of Parent Common Stock Option Plans except as specifically provided in this Agreementare required to be registered.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of (a) At the Effective Time, each outstanding option (each, a "Company Stock Option") to purchase shares of Company Common Stock under the Company's 1999 Stock Incentive Plan that is unvested shall automatically be terminated and retired without any further action become fully vested. (b) At the Effective Time, each Company Stock Option that is held by a Person who is not an employee of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as a director of the Effective TimeCompany or one of its Subsidiaries (each, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but "Nonemployee Option") shall be converted into into, and the right holder of each such Nonemployee Option will be entitled to receive upon surrender of such Nonemployee Option for cancellation, (from I) in the Surviving Corporation within three (3) days following the Closing)case of Nonemployee Options with an exercise price less than $12.00 per share, in cancellation and settlement therefor, a portion of the Merger Consideration in an amount cash equal to the product of (ix) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, per share over (B) the exercise price of such Nonemployee Option multiplied by (y) the number of shares of Company Common Stock covered by such Nonemployee Option and (II) with respect to Nonemployee Options with an exercise price equal to $12.00 per share or greater, an amount of cash equal to the cash value of such option as determined by the Black-Scholes option valuation method using parameters reasonably agreed between Parent and the Company. (c) At the Effective Time, each Company Stock Option that is held by a Person who is an employee of the Company or Warranta director of the Company or one of its Subsidiaries (each, an "Employee Option") shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Employee Option, the number of shares of Parent common stock, par value $.01 per share ("Parent Common Stock") equal to (i) the number of shares of Company Common Stock subject to the Employee Option, multiplied by (ii) $12.00 / the closing price per share of Parent Common Stock as listed on the Nasdaq National Market on the last trading day before which the Effective Time occurs (such product rounded to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Company Common Stock which were purchasable pursuant to such Employee Option divided by (z) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each Option and Warrant, shares of Parent Common Stock subject to applicable withholding taxessuch Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each Employee Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Code) shall be referred to herein as adjusted in accordance with the “Option and Warrant Merger Consideration”)requirements of Section 424 of the Code or converted into a nonqualified stock option, at the times and subject to discretion of the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificateholder hereof. For the avoidance of doubt, if the exercise price of any such terminated Option At or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior prior to the Effective Time, Company shall use its commercially reasonable efforts to obtain any necessary consents from optionees, with respect to the Incentive Plan to permit the replacement of the outstanding Employee Options by Parent pursuant to this Section. At the Effective Time, Parent shall assume the Incentive Plan; provided, that such assumption shall be only in respect of the Replacement Options and that Parent shall have no obligation with respect to any awards under the Incentive Plan other than the Replacement Options and shall have no obligation to make any additional grants or awards under the Incentive Plan. (d) At the Effective Time, the Leeds Warrant will be treated in accordance with the provisions of the second sentence of Section 2(b) thereof. (e) At all times after the Effective Time, Parent shall reserve for issuance such number of shares of Parent Common Stock as necessary so as to permit the exercise of the Replacement Options in the manner contemplated by this Agreement and the instruments pursuant to which the corresponding Company Stock Options were granted. Parent shall make all filings required under federal and state securities laws no later than the Effective Time so as to permit the exercise of such options and the sale of the shares received by the optionee upon such exercise at and after the Effective Time and Parent shall continue to make such filings thereafter as may be necessary to permit the continued exercise of options and subsequent sale of such shares. (f) The Company shall take all action actions reasonably necessary to terminate ensure that the Company Company's Employee Stock Option Plans Discount Purchase Plan shall be suspended effective November 30, 2001 and shall be terminated effective as of the first opportunity following the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this AgreementTime.

Treatment of Options and Warrants. Upon (a) At least three (3) days prior to the execution Effective Time and subject to the Merger becoming effective, (i) the vesting schedule of this Agreementeach outstanding stock option held by any current employee of the Company to purchase shares of Common Stock (a “Company Stock Option”) granted under the Company’s 1998 Stock Option Plan and 2003 Equity Incentive Plan (collectively, the “Stock Plans”) shall be accelerated, and (ii) the Company shall use commercially reasonable best efforts give each person with a right to provide exercise a Company Stock Option notice of the Merger and accelerated vesting schedule, if applicable, and shall cause that the outstanding stock options under the 2003 Equity Incentive Plan that are vested, shall be exercised automatically upon Closing, net of the exercise price and any withholding tax payable with regard to such options. Notwithstanding the foregoing, in the event any Company Stock Option is not exercised and converted into shares of Common Stock at or immediately prior to the Effective Time, such Company Stock Option shall be canceled by the ClosingCompany at the Effective Time. (b) Except as provided herein or as otherwise agreed by Buyer and the Company, all outstanding Options the Stock Plans and Warrants any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Company shall cease to be exercisable and, effective terminate as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive . (from the Surviving Corporation within three (3c) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of (i) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company Board of Directors (or, if appropriate, any committee administering the Stock Plans) shall adopt such resolutions or take all action such actions as are necessary to terminate carry out the Company Stock Option Plans terms of this Section 2.2. (d) Prior to the Effective Time, each of the Warrants that is outstanding and unexercised as of the date of this Agreement shall have been exercised or canceled, and if not so exercised or canceled shall automatically be deemed to have been exercised pursuant to the “net exercise” provisions thereof, if any, immediately prior to the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this AgreementTime.

Treatment of Options and Warrants. Upon (a) Following the execution Effective Date, provided that the Offeror has taken-up and paid for Common Shares following satisfaction of this Agreement, the Company shall Minimum Condition and received all Regulatory Approvals (which the Offeror agrees to use commercially reasonable best commercial efforts to provide that by obtain) and subject to compliance with the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant1933 Act, to the extent unexercised as applicable, each Option, which is outstanding and has not been duly exercised prior to the Effective Date, shall be exchanged for a fully vested option (each, a “Replacement Option”) to purchase from the Offeror the number of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive Offeror Shares (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal rounded down to the product of nearest whole share) equal to: (i) the excess, if any, of (A) share exchange ratio under the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, Offer multiplied by (ii) the number of Common Shares that would have been issuable had subject to such terminated Option or Warrant been exercised in full immediately prior to the Effective Time Date. Such Replacement Option shall provide for an exercise price per Offeror Share (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject rounded up to the contingencies specified therein nearest whole cent) equal to: (subject to applicable withholding taxesi) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price per Common Share otherwise purchasable pursuant to such Option; divided by (ii) the share exchange ratio under the Offer. It is agreed that all terms and conditions of any such terminated a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Option or Warrant is equal to or greater than the Per Share Common Merger Considerationfor which it was exchanged, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant and shall be terminated governed by the terms of the Stock Option Plan and retired without any payment certificate or other consideration thereforoption agreement previously evidencing the Option shall thereafter evidence and be deemed to evidence such Replacement Option and such Replacement Options shall be designed to meet the requirements under subsection 7(1.4) of the Tax Act. Prior to the Effective TimeDate, the Offeror shall take all corporate action necessary to reserve for issuance a sufficient number of Offeror Shares for delivery upon the exercise of the Replacement Options that will be issued in accordance with this Section 2.8(a). (b) The Offer shall be extended to Common Shares issuable upon the exercise of Options and Warrants that are currently outstanding. No Offer shall be made by the Offeror for the Options and Warrants. Upon the exercise of any such Warrants after a Subsequent Acquisition Transaction or a Compulsory Acquisition, the holder of any such Warrants shall receive, in lieu of the number of Common Shares otherwise issuable upon such exercise, that number of Offeror Shares that such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon exercise thereof immediately prior to the effective time of a Subsequent Acquisition Transaction or a Compulsory Acquisition. (c) To the extent applicable, the Company shall take all action necessary use its commercially reasonable efforts to terminate cause any holder of Options or Warrants who, following the Effective Date, holds Common Shares issued on exercise of Options or Warrants which have not been tendered to the Offer, to vote in favour of any Subsequent Acquisition Transaction. (d) The Offeror acknowledges that pursuant to the Stock Option Plan the Company Stock Option Plans as shall, immediately upon receipt of notice of the Effective Time Offer, notify each holder of Options of full particulars of the Offer, whereupon (subject to the approval of the TSXV) all Common Shares subject to Options will become vested and cause that no further rights the Options may be exercised in whole or liabilities exist under in part by the Company Stock Option Plans except holders of Options so as specifically provided in this Agreementto permit them to tender the Common Shares received upon such exercise, pursuant to the Offer.

Treatment of Options and Warrants. Upon the execution of this Agreement(a) Other than as set forth below in Section 2.6(b) or Section 6.13 or with respect to Prior Electing Holders (as defined below), the Company and Parent shall use commercially reasonable best efforts take all actions necessary (including delivery of any required notices by the Company) to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable andthat, effective as of the Effective Time, shall automatically be terminated and retired without any further action on the part of the holders thereof, each outstanding option to acquire shares of the Company or Buyer, and each holder of any such Common Stock pursuant to a Company Option or Warrant Plan shall cease to have any represent the right with respect theretoto acquire shares of Company Common Stock and shall instead be converted automatically into an option (as applicable) to acquire shares of Parent Common Stock as provided below (an “Assumed Option”), except and such Assumed Option will be assumed by Parent on substantially the same terms and conditions as hereinafter provided. Each were applicable under the corresponding Company Option and Warrant, Plan immediately prior to the extent unexercised Effective Time; provided, however, that after the Effective Time: (i) each Assumed Option will be exercisable for a number of shares of Parent Common Stock equal to the product of (x) the number of shares of Company Common Stock that would be issuable upon exercise of such Assumed Option outstanding immediately prior to the Effective Time multiplied by (y) the Common Exchange Ratio, rounded down to the nearest whole share; and (ii) the per share exercise price for the Company Common Stock issuable upon exercise of such Assumed Option will be equal to the quotient determined by dividing (x) the per share exercise price for such Assumed Option outstanding immediately prior to the Effective Time by (y) the Common Exchange Ratio, rounded up to the nearest whole cent. Any restriction on the exercisability of such Assumed Option in effect as of the date hereof will continue in full force and effect, and the term, exercisability, and vesting schedule of such Assumed Option as in effect on the date hereof will remain unchanged. As soon as reasonably practicable following the Closing Date, the Parent will deliver to each Person who holds an Assumed Option a document evidencing the foregoing assumption of such Assumed Option by the Parent. The Company and Parent will cooperate and coordinate with respect to any materials to be submitted to the holders of Assumed Options in connection with any notice required under this Section 2.6. (b) Notwithstanding the foregoing, at the option of the holder thereof exercisable by delivering written notice thereof to the Company prior to the Effective TimeTime and with respect to each Prior Electing Holder, each option to purchase Shares of Company Common Stock granted under any Company Option Plan (collectively, the “Elected Convertible Securities”) and each warrant to purchase Shares of Company Common Stock (the “Warrants”), in each case that is outstanding and unexercised (whether or not then exercisable), shall be at the Effective Time be canceled, and the holder thereof shall, subject to such Option or Warrant holder’s execution and delivery of a Letter of TransmittalSection 2.6(c), shall thereafter no longer be exercisable but shall be converted into the right entitled to receive (from the Surviving Corporation within three (3i) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount in cash equal to the product of (i) the excess, if any, of (A1) the Per Share Common Merger ConsiderationCash Value, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over less (B2) the exercise price per share of Company Common Stock subject to such Option Elected Convertible Security or the Warrant, multiplied by as the case may be, and (ii) the total number of Shares that would have been issuable had shares of Company Common Stock subject to such terminated Option fully vested and exercisable Elected Convertible Security or Warrant been exercised Warrant, as the case may be, as in full effect immediately prior to at the Effective Time that have not been exercised (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option Elected Convertible Security and Warrant Merger Cash Consideration”), at the times . The Elected Convertible Security and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Warrant Cash Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration thereforpaid in a lump sum within five (5) Business Days following the Effective Time. Prior No later than five (5) days prior to the Effective Time, the Company shall take notify all action necessary holders of Elected Convertible Securities and the Warrants (the “Elected Convertible Security and Warrant Holders”) that the Elected Convertible Securities and Warrants will be canceled in exchange for the right to terminate receive the Elected Convertible Security and Warrant Cash Consideration if not exercised prior to the Effective Time. No Elected Convertible Security and Warrant Cash Consideration will be paid with respect to any Elected Convertible Securities and Warrants, as the case may be that has an exercise price equal to or greater than the Cash Value. “Prior Electing Holder”) means each optionee or holder of a warrant, that has agreed prior to the date hereof in writing with the Company Stock Option Plans to have such holders options and/or warrants treated as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in set forth on this AgreementSection 2.6(b).

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts (a) Immediately prior to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, each Option that is outstanding, whether or not then vested or exercisable, shall automatically be terminated cancelled and retired without any further action of the Company or Buyerextinguished and will cease to exist, and each holder of any such Option or Warrant shall thereof will cease to have any right rights with respect thereto, except as hereinafter provided. Each in each case, in accordance with the terms of such Option and Warrant, the Company Equity Plans. (b) Immediately prior to the extent unexercised as of the Effective Time, subject to each outstanding Warrant exercisable for shares of LGCS Holdco Series 1 Preferred Stock or LGCS Holdco Series 1A Preferred Stock shall either (i) be exercised on a cashless basis in accordance with the terms of such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be immediately converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, a portion number of the Merger Consideration in an amount shares of applicable LGCS Holdco Preferred Stock equal to the product total number of shares of applicable LGCS Holdco Preferred Stock underlying such Warrant after taking into account Warrants surrendered to cover the exercise price thereof or (iii) cease to exist, and each holder thereof will cease to have any rights with respect thereto. At the excessEffective Time, each outstanding Warrant exercisable for shares of LGCS Holdco Common Stock, shall be automatically exercised on a cashless basis in accordance with the terms of such Warrant and immediately converted into a number of shares of LGCS Holdco Common Stock, if any, equal to the total number of (A) the Per Share shares of applicable LGCS Holdco Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) Stock underlying such Warrant after taking into account Warrants surrendered to cover the exercise price per share of thereof. Following such Option or Warrantexercise, multiplied by (ii) the number of Shares that would each such Warrant will no longer be outstanding and will automatically be cancelled and extinguished and will cease to exist, and each holder thereof will cease to have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product any rights with respect to each Option and Warrantthereto, subject to applicable withholding taxesother than, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For for the avoidance of doubt, if with respect to the applicable capital stock into which such Warrants are exercised. Notwithstanding, to the extent that the fair market value of a share of LGCS capital stock as determined in good faith by the Board of Directors of the Company is less than the applicable exercise price of any the outstanding Warrant which would otherwise automatically be exercised in accordance with the term of such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicableWarrant, then such Option or Warrant will automatically be cancelled and extinguished and will cease to exist and no consideration shall be terminated and retired without any payment or other consideration therefor. Prior payable with respect to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreementsuch Warrant.

Treatment of Options and Warrants. Upon (a) At the execution Effective Time, each outstanding option (each, a “Company Option”) to purchase shares of this AgreementCompany Common Stock granted under the Company’s Amended and Restated Equity Incentive Plan adopted on January 13, 2019 (the “Company Equity Plan”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall be assumed and converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (an “Assumed Option”), on the same terms and conditions (including any forfeiture and post-termination exercise provisions, but not taking into account any accelerated vesting provided for in the Company Equity Plan or in the related award document by reason of the transactions contemplated hereby) as were applicable to such Company Option as of immediately prior to the Effective Time. The number of shares of Parent Common Stock subject to each such Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to each Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, and such Assumed Option shall have an exercise price per share equal to: (i) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option divided by (ii) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Company shall use commercially reasonable best efforts Option to provide that by which Section 409A of the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective Code applies as of the Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall automatically be terminated determined in a manner consistent with the requirements of Section 409A of the Code in order to avoid the imposition of any additional Taxes thereunder. (b) Each warrant entitling the holder to purchase shares of Company Common Stock (each, a “Company Warrant”) issued and retired without any further action outstanding immediately prior to the Effective Time shall thereupon be converted into and become exchangeable for a warrant of like tenor entitling the holder to purchase shares of Parent Common Stock (each, a “Replacement Warrant”) that complies with and satisfies the applicable terms and conditions of the applicable warrant agreement between the Company and the holder of the Company or Buyer, Warrant and each holder of any providing that such Option or Replacement Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing), in cancellation and settlement therefor, for a portion number of the Merger Consideration in an amount shares of Parent Common Stock equal to the product of (i) the excess, if any, number of shares of Company Common Stock that would have been issuable upon exercise of the Company Warrant and (Aii) the Per Share Common Merger ConsiderationExchange Ratio, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over and such Replacement Warrant shall have an exercise price per share equal to: (Bi) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Option or Company Warrant, multiplied divided by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time Exchange Ratio. (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxesc) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate for the adjustment of the Company Stock Option Plans Options and Company Warrants under this Section 3.2 (including, but not limited to, with respect to the Company Options, the waiver of any provisions providing for accelerated vesting by reason of the transactions contemplated hereby). The Company shall make commercially reasonable efforts to ensure that, as of the Effective Time and cause that Time, no further rights holder of a Company Option (or liabilities exist under former holder of a Company Option) or a participant in the Company Stock Option Plans except Equity Plan or any holder of a Company Warrant (or former holder of a Company Warrant) shall have any rights thereunder to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Company or any of their Subsidiaries, or any other equity interest therein. (d) As soon as specifically provided in this Agreementpracticable following the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form, or if Form S-8 is not available, other appropriate forms) with respect to the shares of Parent Common Stock, on an as-converted basis, subject to the Assumed Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Assumed Options remain outstanding.

Treatment of Options and Warrants. Upon (a) Schedule 2.3(a) hereto identifies each currently outstanding share purchase option agreement or other stock option agreement evidencing the execution grant of this Agreementan option to purchase Class B common shares of the Company (each a “Company Share Option”), including the name of the Person to whom such Company Share Option was granted, the number of common shares underlying such Company Share Option, and the applicable exercise price per share. The Company shall use commercially reasonable best efforts prior to provide the Closing cause or have caused each Company Share Option (whether or not vested) that was outstanding immediately prior to the Closing and that will not, by the Closingterms of the applicable share purchase option agreement or other stock option agreement by which it is governed, all outstanding Options and Warrants shall automatically cease to be exercisable and, effective as of the Effective Time, shall automatically be terminated and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days following the Closing, to be cancelled and to cease to exist following the Closing. If by December 31, 2013 an Option Holder executes and delivers to Parent (w) a Stock Power in the form of Exhibit E attached hereto duly executed by such Option Holder and (x) an Option Waiver and Release, Parent shall issue a stock certificate in such holder’s name for the number of Contingent Shares to be issued to such holder as set forth in the Stock Certificate Request to be delivered to and held by the secretary of the Parent in accordance with Section 1.2(b), shall pay such holder a cash payment in cancellation and settlement therefor, a portion lieu of any fractional shares of the Merger Consideration in an amount equal Contingent Shares otherwise issuable to such holder and shall pay such holder the product payment of (i) the excessPerformance Bonus, if any, allocable to such holder when due hereunder. (b) Except as provided herein or as otherwise agreed by Buyer and the Company, all plans, programs, arrangements and policies providing for the issuance or grant of any interest in respect of the share capital of Company shall terminate as of the Closing Date. (Ac) Prior to the Per Share Common Merger ConsiderationClosing Date, Per Share Series A Preferred Merger Consideration the board of directors of the Company shall adopt such resolutions or Per Share Series B Preferred Merger Considerationtake such actions as are necessary to carry out the terms of this Section 2.3. (d) On the Closing Date, as applicableeach of the options to purchase the Company’s common shares or preferred shares, over if any, that was outstanding and unexercised prior to the date of this Agreement shall either (Bi) the exercise price per share of such Option have been canceled and shall cease to exist or Warrant, multiplied by (ii) the number of Shares that would by its terms, have been issuable had such terminated Option or Warrant been exercised in full immediately prior ceased to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), exercisable at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this Agreementtime after Closing.

Treatment of Options and Warrants. (a) Upon and subject to the execution of conditions set forth in this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of at the Effective Time, shall automatically be terminated each Company Option granted under any Company Option Plan and retired without any further action of the Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, outstanding immediately prior to the extent unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but Time shall be converted into the right an option to receive acquire such number of shares of Parent Common Stock (from the Surviving Corporation within three (3a “Converted Option”) days following the Closing), in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal to the product of obtained by multiplying (i) the excess, if any, aggregate number of shares of Company Common Stock that would have been issuable upon exercise of such Converted Option immediately prior to the Effective Time by (Aii) the Per Share Common Merger Considerationsum of the Exchange Ratio plus the Contingent Consideration Adjustment (as defined below), Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Considerationrounded down to the nearest whole share. The terms and conditions of the Converted Option, including the vesting schedule thereof (except to the extent otherwise provided in any agreement between the Company and the holder of such Converted Option), shall otherwise remain the same as applicablethe terms and conditions of the Company Option, over except that the exercise price per share of each Converted Option shall be equal to the quotient obtained by dividing (B1) the exercise price per share of such Converted Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time by (such product 2) the sum of the Exchange Ratio plus the Contingent Consideration Adjustment, rounded up to the nearest whole cent. (b) Promptly following the Closing Date, Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to each Option and Warrant, the shares of Parent Common Stock subject to applicable withholding taxes, the Converted Options and shall be referred use its commercially reasonable best efforts to herein maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the “Option and Warrant Merger Consideration”), at the times such Converted Options remain outstanding. (c) Upon and subject to the contingencies specified therein (subject to applicable withholding taxes) and as conditions set forth on the Final Merger Consideration Certificate. For the avoidance of doubtin this Agreement, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior to at the Effective Time, each Company Warrant outstanding immediately prior to the Effective Time shall be converted into a warrant to acquire such number of shares of Parent Common Stock (a “Converted Warrant”) equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock that would have been issuable upon exercise of such Converted Warrant immediately prior to the Effective Time by (ii) the sum of the Exchange Ratio plus the Contingent Consideration Adjustment, rounded down to the nearest whole share. The terms and conditions of the Converted Warrant, including the vesting schedule thereof (except to the extent otherwise provided in any agreement between the Company and the holder of such Converted Warrant), shall otherwise remain the same as the terms and conditions of the Company Warrant, except that the exercise price per share of each Converted Warrant shall be equal to the quotient obtained by dividing (1) the exercise price per share of such Converted Warrant immediately prior to the Effective Time by (2) the sum of the Exchange Ratio plus the Contingent Consideration Adjustment, rounded up to the nearest whole cent. (d) For purposes of this Agreement, the term “Contingent Consideration Adjustment” means the quotient obtained by dividing (X) the number of shares that the Board of Directors of the Company shall take all action necessary reasonably determine, not later than ten (10) Business Days prior to terminate the Company Stock Option Plans as of the Effective Time and cause based on the advice of an independent third party appraiser, to be the likely number of shares of Parent Common Stock that no further rights or liabilities exist under will be issued pursuant to Sections 2.1(c)(ii) and (iii), by (Y) the Company Outstanding Common Stock Option Plans except as specifically provided in this AgreementNumber.

Treatment of Options and Warrants. Upon (a) Subject to this Section 2.9, each Option that is vested and exercisable at the execution Closing (whether in accordance with the terms of this Agreementthe applicable Option Agreement or at the discretion of the Company’s board of directors) with an exercise price less than the Closing Date Per Share Merger Consideration (an “In-the-Money Vested Option”) shall be deemed exercised, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options cancelled and Warrants shall cease to be exercisable and, effective converted as of the Effective Time, shall automatically be terminated and retired Time without any further action of future liability to Purchaser (other than as specifically set forth in Section 2.12), the Company, the Surviving Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of other Person after the Effective Time, subject to such Option or Warrant holder’s execution and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall be converted into the right to receive (from the Surviving Corporation within three (3) days Company the In-the- Money Vested Option Cancellation Payment, subject to adjustments following the ClosingClosing as specified in this Agreement (including release of amounts held in the Escrow Account or the Seller Representative Expense Fund). The shares with respect to the Options that shall not become vested (i.e., to the extent not vested in cancellation and settlement therefor, a portion accordance with the applicable Option Agreement or at the discretion of the Merger Consideration in an amount equal to the product Company’s board of (idirectors) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full shall immediately prior to the Effective Time automatically be extinguished and cancelled without the right to receive any consideration (such product with no payment being made hereunder with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”thereto), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if the Options with an exercise price of any such terminated Option or Warrant that is equal to or greater than exceeds the Closing Date Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Prior immediately prior to the Effective Time, to the extent not exercised by the holder thereof prior to the Effective Time in accordance with the terms of the Incentive Plan, automatically be extinguished and cancelled without the right to receive any consideration (with no payment being made hereunder with respect thereto). As a condition to the receipt of the foregoing consideration provided in this Section 2.9, each holder of an In-the-Money Vested Option shall agree and acknowledge in an option surrender form substantially in the form of Exhibit F hereto (the “Option Surrender Form”), with such modifications as may be necessary, in each case, in a manner reasonably acceptable to each of Purchaser and the Company, that such holder (each holder, a “Tendering Optionholder”) (A) approves of this Agreement (including the liabilities of such Optionholder set forth in this Agreement), the Escrow Agreement, the other Related Documents and all of the arrangements relating thereto, (B) approves the appointment of the Seller Representative in accordance with the terms of this Agreement, (C) represents and warrants that it is the owner of all such In-the-Money Vested Options free and clear of all Liens and (D) acknowledges that such Optionholder’s portion of the In-the-Money Vested Option Cancellation Payment constitutes all of the consideration such Optionholder is entitled to receive with respect to the In-the-Money Vested Options held by such Optionholder, subject to adjustments following the Closing as specified in this Agreement (including release of amounts held in the Escrow Account or the Seller Representative Expense ACTIVE 274341277 Fund). Without limiting the foregoing, the Company shall take all action actions necessary to terminate the Company Stock Option Plans Incentive Plan as of the Effective Time and cause to ensure that no further neither the Company nor its Subsidiaries will, at the Effective Time, be bound by any options, stock appreciation rights, warrants, restricted stock rights, restricted stock units, phantom equity awards or other rights or liabilities exist agreements which would entitle any Person, other than Purchaser and its Subsidiaries, to own any equity interests in the Surviving Company or to receive any payment in respect thereof. With respect to each Optionholder (including any Non-Employee Optionholder) who shall not have delivered to the Company an Option Surrender Form prior to the Closing Date but does so after the Closing Date, Purchaser shall direct the Company to pay to such Optionholder (promptly following such Optionholder’s delivery to the Company of a duly executed and completed Option Surrender Form) such Optionholders In-the-Money Vested Option Cancellation Payment (and in the case of any Non-Employee Optionholder, Purchaser shall direct the Company to pay to such Non-Employee Optionholder the Non-Employee Option Cash Cancellation Payment and the Non- Employee Option Purchaser Stock Cancellation Payment) such Optionholder would otherwise be entitled pursuant to this Agreement, without any interest thereon, subject to any subsequent adjustments thereto, had such Option Surrender Form had been delivered on or prior to the Closing Date; provided, however, that, for the avoidance of doubt, all of any such Optionholder’s Options shall be cancelled as of the Effective Time regardless of whether such Optionholder delivers to the Company an Option Surrender Form. (b) Prior to the Closing, the Company shall deliver to the Warrantholders notice required under the Company terms of the Warrants. At the Effective Time, pursuant to Section 1.6(b) of the Warrants, all outstanding Warrants immediately prior to the Effective Time shall be exercised pursuant to Section 1.2 and Section 1.4(b) of the applicable Warrant as a “Cashless Exercise” (as defined in the applicable Warrant) and canceled and terminated as of the Closing, and converted into the right of the Warrantholders thereof to receive an amount, without interest and subject to any applicable withholding Taxes, with respect to each Warrant, equal to the amount of the Closing Date Per Share Merger Consideration multiplied by the number of shares of Common Stock Option Plans except such Warrant would have received if immediately prior to the Effective Time exercised pursuant to Section 1.2 of the applicable Warrant, as specifically provided set forth in this Agreementthe Allocation Schedule. Warrantholders shall be treated as Tendering Stockholders and shall be paid pursuant to Section 2.16 other than the requirement to deliver any stock certificates.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as (a) As of the Effective Time, shall automatically be terminated and retired without any further action of the each option to purchase Shares (a “Company or Buyer, and each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, Option”) pursuant to the extent China TransInfo Technology Corp. Equity Incentive Plan 2009 (the “Company Option Plan”) that is then outstanding, vested and unexercised as of the Effective Time, subject to such Option or Warrant holder’s execution and delivery of (a Letter of Transmittal, shall thereafter no longer be exercisable but “Vested Company Option”) shall be cancelled and converted into the right to receive (from receive, net of any applicable withholding taxes, as soon as reasonably practicable after the Surviving Corporation within three (3) days following the Closing)Effective Time, in cancellation and settlement therefor, a portion of the Merger Consideration cash in an amount equal to the product of (i) the total number of Shares subject to such Vested Company Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (Ax) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (By) the exercise price payable per share Share issuable under such Vested Company Option. As of the Effective Time, each Company Option that is then outstanding and unvested (an “Unvested Company Option”) shall be cancelled and converted into the right to receive as soon as reasonably practicable after the Effective Time, a restricted cash award (“RCA”) in an amount equal to (i) the total number of Shares subject to such Unvested Company Option or Warrant, immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share issuable under such Unvested Company Option. RCAs shall be subject to the same vesting conditions and vesting schedules applicable to the respective Unvested Company Options without giving effect to the 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 U.S. dollars and will be delivered to the holder of such RCAs, net of any applicable withholding tax, as soon as practicable thereafter. (b) As of the Effective Time, each warrant to purchase Shares (a “Company Warrant”) that is then outstanding and unexercised shall be cancelled and converted into the right to receive as soon as reasonably practicable after the Effective Time, cash in an amount equal to (i) the total number of Shares that would have been issuable had subject to such terminated Option or Company Warrant been exercised in full immediately prior to the Effective Time multiplied by (such product with respect to each Option and Warrantii) the excess, subject to applicable withholding taxesif any, shall be referred to herein as of (x) the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and as set forth on the Final Merger Consideration Certificate. For the avoidance of doubt, if over (y) the exercise price payable per Share issuable under such Company Warrant. (c) As provided herein, unless otherwise determined by Parent, the Company Option Plan shall terminate as of the Effective Time. (d) At or prior to the Effective Time, the Company shall take all actions reasonably necessary to (i) effect the measures contemplated by this Section 1.6, including the adoption of any such terminated plan amendments, obtaining the approval of the Company Board or a committee thereof, and/or obtaining any necessary employee consents and (ii) cause there to be no rights under the Company Option or Warrant is equal Plan to or greater than acquire Shares following the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor. Effective Time. (e) Prior to the Effective Time, the Company shall take all action necessary such steps as may be required to terminate cause the transactions contemplated by this Section 1.6 and any other dispositions of equity securities of the Company Stock Option Plans as (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Effective Time and cause that no further rights or liabilities exist Company subject to the Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Company Stock Option Plans except as specifically provided in this AgreementExchange Act.

Treatment of Options and Warrants. Upon the execution of this Agreement, the Company shall use commercially reasonable best efforts (a) Prior to provide that by the Closing, all outstanding Options and Warrants shall cease to be exercisable and, effective as of the Effective Time, the Company’s board of directors shall automatically take all actions necessary, including amending the Company Stock Plan and applicable stock option agreements, as necessary, and obtaining any necessary consents, to cause (i) all vested Options to be terminated cancelled and retired converted into the right by each Optionholder holding outstanding vested Options immediately prior to the Effective Time to receive (without any further action interest), as soon as reasonably practicable on or after the Closing Date but no later than five (5) Business Days following the Closing Date, the consideration applicable to such Optionholder’s vested Options as set forth in Section 2.7(b) and (ii) all unvested Options to be cancelled. As soon as reasonably practicable on or after the Closing Date, but no later than two (2) Business Days following the Closing Date, Parent shall cause the Surviving Corporation to provide written notice of the Company or Buyer, and foregoing to each holder of any such Option or Warrant shall cease to have any right with respect thereto, except as hereinafter provided. Each Option and Warrant, to the extent unexercised as of Optionholder. (b) At the Effective Time, subject each vested Option that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled, and in consideration of such cancellation, the Surviving Corporation shall pay in accordance with Section 2.10(a)(vi) to each such Optionholder an amount in cash equal to (I) the excess of (i) such Optionholder’s Applicable Percentage of the Closing Merger Consideration over (ii) the aggregate exercise price for all outstanding vested Options held by such Optionholder and (II) any amounts, if any, that may become payable in respect of such vested Option in the future pursuant to Section 2.12 and/or Section 2.13. The amounts described in this Section 2.7(b) shall be deemed to have been paid in full satisfaction of all rights pertaining to such Options. At the Effective Time, each vested Option or with an exercise price greater than the portion of Closing Merger Consideration that would otherwise be payable for such Option if such Option was exercised immediately prior to the Effective Time shall be cancelled without consideration payable therefor and shall be of no further force and effect. (c) At least five (5) Business Days prior to the Effective Time, the Company’s board of directors shall give written notice of this Agreement and the transactions contemplated hereby to each Warrantholder. At the Effective Time, each Warrant holder’s execution that is outstanding immediately prior to the Effective Time will be cancelled and delivery of a Letter of Transmittal, shall thereafter no longer be exercisable but shall extinguished and be converted into the right to receive (from without interest), as soon as reasonably practicable on or after the Surviving Corporation within three Closing Date but no later than two (32) days Business Days following the Closing)Closing Date, in cancellation and settlement therefor, a portion of the Merger Consideration in an amount equal consideration applicable to the product of (i) the excess, if any, of (A) the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, over (B) the exercise price per share of such Option or Warrant, multiplied by (ii) the number of Shares that would have been issuable had such terminated Option or Warrant been exercised in full immediately prior to the Effective Time (such product with respect to each Option and Warrant, subject to applicable withholding taxes, shall be referred to herein as the “Option and Warrant Merger Consideration”), at the times and subject to the contingencies specified therein (subject to applicable withholding taxes) and Warrantholder’s Warrants as set forth on in Section 2.10(a)(vii). Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Final Merger Consideration Certificate. For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated Securities and retired without any payment or other consideration therefor. Prior to the Effective Time, the Company shall take all action necessary to terminate the Company Stock Option Plans as of the Effective Time and cause that no further rights or liabilities exist under the Company Stock Option Plans except as specifically provided in this AgreementExchange Commission.