Common use of Vested Options Clause in Contracts

Vested Options. On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

Vested Options. On Each vested outstanding Company Option that is outstanding as of immediately prior to the next regularly scheduled Effective Time (the “Cashed-Out Options”) shall be cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the Option Consideration after which it shall be cancelled and extinguished. If the Per Share Conversion Common Amount does not exceed the per share exercise price of each such outstanding Company Option, then such Company Option shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof (the “Cancelled Options”) and such Company Option shall not be deemed a Cashed-Out Option. Company shall take any and all necessary action to provide for the cancellation of each Company Option in accordance with this Section 1.6(b)(i). As soon as reasonably practicable after the Effective Time, through its payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following system on a special payroll run on the Closing Date, the Surviving Corporation shall or shall direct its payroll agent to, in accordance with its customary payroll practices, pay to each holder of a Vested Cashed-Out Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal that was granted to the number holder in the holder’s capacity as an employee of shares Company or any of Common Stock its Subsidiaries for applicable employment Tax purposes (“Employee Cashed-Out Option Holder”) the applicable portion of the Option Consideration (subject to such Vested Option multiplied by an amount equal to the difference between (aapplicable withholding Taxes) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount payable in respect of each such Vested Cashed-Out Option (the “Closing Options Payout AmountEmployee Option Consideration”). Following ; provided, that, if any such Employee Cashed-Out Holder has not executed and delivered to Parent a Cashed-Out Option Agreement (a “Cashed-Out Option Agreement”) in substantially the Effective Timeform attached hereto as EXHIBIT I, as of such date, the Paying Agent payment to such Employee Cashed-Out Option Holder shall cause be made as soon as reasonably practicable following the applicable Closing Options Payout Amount execution and delivery to be paid to each holder Parent of a Vested Cashed-Out Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject Cashed-Out Option that was granted to receipt the holder in the holder’s capacity as a non-employee service provider to Company or any of a duly executed its Subsidiaries for applicable employment Tax purposes (“Non-Employee Cashed-Out Option Termination Agreement, Holder”) shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage paid the applicable portion of the Earnout Payments, as and when such payments are required to be made, which amount Option Consideration by the Exchange Agent in the manner provided in Section 1.11. No interest shall accrue or be paid on the same schedule and on the same terms and conditions as apply Option Consideration payable with respect to the Stockholders generallyany Cashed-Out Options. In no event shall any Cashed-Out Option or Cancelled Option be assumed by Parent.

Vested Options. On Prior to the next regularly scheduled payroll date Closing, the Board of Directors of the Surviving Corporation occurring more than five Company shall have adopted resolutions (5in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) Business Days but less than twenty (20) Business Days following that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing Date, (the Surviving Corporation shall pay “Vested Options”) to each holder be exercised immediately prior to the Closing in a cashless net exercise with shares of a Company Common Stock that would otherwise be received on the exercise of such Vested Option (other than with respect being retained by the Company to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock subject to upon such Vested Option multiplied by an amount equal net exercise to the difference between holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (ai) the Per Share Closing Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, each such share of Company Common Stock shall be converted into the Paying Agent shall cause right to receive the applicable Closing Options Payout Amount sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to be paid to each holder the terms of a this Article I. Each Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreementoutstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Closing Company agrees to process the exercise of the Vested Options Payout Amount payable through payroll as appropriate and to each holder remit any necessary withholding amounts that arise upon the exercise of a the Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything Options to the contrary herein appropriate Tax authorities or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout PaymentsGovernmental Entities, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generallyby applicable law.

Vested Options. On At the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing DateClosing, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect shall be converted into the right to Non-Withholding Options) receive for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal each share of Stock to the number of shares of Common Stock subject to which such Vested Option multiplied by an amount equal to the difference between pertains (ai) the Closing Per Share Closing Consideration, Payment Amount minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of each such Vested Option (the “Closing Options Payout AmountNet Option Payment”). Following , (ii) the Effective TimeIndemnification Escrow Distributions, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration if any and subject to adjustment as provided herein the terms and any applicable withholding Taxes). In the event conditions of a conflict between the Payment Schedule this Agreement and the provisions Escrow Agreement, and without any interest thereon, (iii) the Reimbursement Escrow Distributions, if any and subject to the terms and conditions of this Agreement and the Escrow Agreement, (iv) the Terminated Option Amount Distribution, if any and subject to the terms and conditions of this Agreement, (v) the Payment Schedule shall control. Notwithstanding anything Terminated SAR Unit Amount Distribution, if any and subject to the contrary herein or in terms and conditions of this Agreement, (vi) Aged Receivables Distributions, if any and subject to the terms and conditions of this Agreement, and (vii) the Purchase Price Adjustment Payment, if any and subject to the terms and conditions of this Agreement. Within ten (10) Business Days after the Closing, Buyer shall pay by wire transfer of immediately available funds to the Company’s Amended , and Restated Certificate Buyer shall cause the Company to pay to each of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options as listed on the Capitalization Table, the Net Option Payment for each of their Vested Options less any required withholding of Taxes under applicable Law; provided, that notwithstanding the foregoing, prior to any such payment being made to a holder of Vested Options, such holder must first execute and deliver a Cash Out and Termination of Stock Rights in substantially the form attached hereto as Exhibit B-2 (a “Stock Option Cash Out Agreement”) and, if such holder does not or is unwilling to execute and deliver a Stock Option Cash Out Agreement prior to such tenth (10th) Business Day after the Closing, such holders Vested Options shall, upon the decision of Buyer, be deemed terminated and such holder shall thereafter have no right to the payments otherwise contemplated hereby. For the avoidance of doubt, the parties hereto agree that in the event that the “end of the day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) would otherwise apply to any payments made pursuant to this AgreementSection 2.3(c), the Company and Buyer will treat such payments as occurring at the beginning of the day following the Closing for all U.S. federal income Tax purposes pursuant to the “next day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B). Each holder Such treatment shall also apply for all purposes of a Vested Option, subject to receipt of a duly executed Option Termination this Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generallyincluding Article IX.

Vested Options. On At the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing DateEffective Time, the Surviving Corporation shall pay to each holder of a Vested Option (other than including any NMI Stock Options that by their terms automatically vest by virtue of the Merger) outstanding and unexercised immediately prior to the Effective Time shall be immediately canceled and, as consideration for such cancellation, the holder thereof shall be entitled to receive (without interest), subject to and in accordance with Section 4.4 and this Agreement, with respect to Non-Withholding Options) for whom Acquiror has received a duly executed each share of NMI Common Stock that would otherwise have been issuable upon exercise of such Vested Option Termination Agreement an amount in of cash equal to the number sum of shares (1) the sum of Common Stock subject to such Vested Option multiplied by an amount equal to (A) the difference between (a) excess, if any, of the Per Share Closing Consideration, minus (b) Common Aggregate Consideration over the per share exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in with respect of to such Vested Option (the excess amount, if any, determined pursuant to this clause (1)(A) for each Vested Option being referred to as the “Closing Options Payout Per Share Vested Option Net Aggregate Consideration”), minus (B) the Per Share Vested Option Escrow Amount, minus (C) the Per Share Vested Option Representative Expense Amount, plus (2) a right to receive upon release from escrow the product of (A) the excess, if any, of the Per Share Common Aggregate Consideration over the per share exercise price with respect to such Vested Option, multiplied by (B) the Escrow Contribution Percentage (the product determined pursuant to this clause (2) for each Vested Option being referred to as the “Per Share Vested Option Escrow Amount”), plus (3) a right to receive upon release from escrow the product of (A) the excess, if any, of the Per Share Common Aggregate Consideration over the per share exercise price with respect to such Vested Option, multiplied by (B) the Representative Expense Percentage (the product determined pursuant to this clause (3) for each Vested Option being referred to as the “Per Share Vested Option Representative Expense Amount”), plus (4) the Per Share Earnout Payments, if any, payable in respect of each share of NMI Common Stock underlying the Vested Option. Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to The amount of cash each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder exercisable for shares of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be NMI Common Stock is entitled to receive with respect for the Vested Options exercisable for shares of NMI Common Stock held by such holder shall be rounded down to each the nearest cent and computed after aggregating cash amounts payable for all Vested Option subject thereto, Options exercisable for shares of NMI Common Stock held by such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

Vested Options. On Each award of Company Options that is outstanding and vested as of immediately prior to the next regularly scheduled payroll date Effective Time (each, a “Vested Option”) shall be, upon exercise by the holder, settled and delivered into (x) a number of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of Common Shares with a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash value equal to (I) the number excess (if any) of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (ai) the Per Share Closing Merger Consideration, minus over (bii) the exercise price per share under of such Vested Option, minus multiplied by (cII) such holder’s applicable Percentage the number of the Escrow Amount in respect of Common Shares subject to such Vested Option (the “Closing Options Payout Amount”). Following immediately prior to the Effective Time, less (y) a number of Common Shares with a value (based on the Paying Agent shall cause Per Share Merger Consideration) equal to the applicable Closing Withholding Amount (the “Net Option Consideration”). Notwithstanding the foregoing, the Company (subject to the reasonable consent of Parent, which consent (i) shall not be unreasonably withheld, conditioned or delayed and (ii) if so withheld by Parent, will be communicated to the Company prior to Closing) may identify certain holders of Vested Options Payout Amount who may, at the election of such holder of Vested Options (by delivery, no later than fifteen (15) Business Days prior to the Company Shareholder Meeting, of a written notice of such election to the Company and Parent) elect for the Vested Options to be paid to each holder migrated at the Effective Time into an option award under the New Share Plan in accordance with Section ‎2.04(b)(iii); provided, that if the exercise price per share of a any such Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable equal to each holder of a or greater than the Per Share Merger Consideration, such Vested Option shall be set forth opposite such holder’s name on the Payment Schedule cancelled without any payment (such consideration subject to adjustment as provided herein and any applicable withholding Taxes)or replacement option award) being made in respect thereof. In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as Any portion of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled Net Option Consideration attributable to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Optionthat are not migrated at the Effective Time into an option award under the New Share Plan in accordance with Section 2.04(b)(iii) in accordance with the preceding sentence shall, subject to receipt of a duly executed Option Termination Agreementupon the Effective Time, shall be entitled to receive treated in accordance with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generallySection 2.01(c).

Vested Options. On At the next regularly scheduled payroll date Effective Time, subject to the terms of this Agreement (including Section 2.7), each Company Option that is outstanding, vested, exercisable and unexpired immediately prior to the Effective Time (after giving full effect to any acceleration of vesting triggered solely by the consummation of the Surviving Corporation occurring more than five transactions contemplated by this Agreement (5) Business Days but less than twenty (20) Business Days following the Closing Dateincluding, without limitation, the Surviving Corporation shall pay Merger) (the “Vested Company Options”) shall, by virtue of the Merger and without any action on the part of the Holder of any such Vested Company Options, be cancelled and converted into and represent the right to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement receive an amount in cash of cash, without interest, equal to the product obtained by multiplying (x) the number of shares of Common Stock subject to such a Vested Company Option multiplied by an amount equal to the difference between (ay) (A) the Per Share Closing ConsiderationResidual Amount, minus (bless(B) the exercise price per share under attributable to such Vested Company Option, minus unless on or before the date that is five (c5) such holder’s applicable Percentage days prior to the Closing Date (as determined by Buyer and the Company in good faith) the Holder of the Escrow Amount in respect of any such Vested Company Option delivers to Buyer and the Company a written request, in form and substance reasonably acceptable to Buyer and the Company (the an “Closing Options Payout AmountElection Notice”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to that such Vested Company Option be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes)assumed by Buyer. In the event of a conflict between the Payment Schedule that Buyer and the provisions of this Agreement, the Payment Schedule Company shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive an Election Notice with respect to each any Vested Company Option, (i) such Vested Company Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on assumed by Buyer in the same schedule manner and on under the same terms and conditions as apply set forth in Section 2.6.7.1 hereof with respect to Unvested Company Options and (ii) Buyer and the Company shall use all commercially reasonable efforts to provide for such assumption (including, without limitation, by making any necessary amendments to the Stockholders generally2002 Stock Incentive Plan and obtaining any necessary consents from the Holders of such Vested Company Options). The amount of cash each Holder of Vested Company Options is entitled to receive for the Vested Company Options held by such holder shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Vested Company Options held by such Holder. Any amount paid pursuant to this Section 2.6.7.2 in respect of Vested Company Options shall be subject to any applicable Taxes required to be withheld with respect to such payment. At least two weeks prior to the anticipated Closing Date, the Company shall cause a form of Election Notice to be provided to each Holder of a Vested Company Option. Buyer shall use commercially reasonable efforts to assist the Company in respect of such delivery and shall provide to the Company for inclusion in such Election Notice any necessary information concerning Parent, Buyer, the Parent Ordinary Shares and such other information as may be necessary or desirable in connection therewith. As soon as practicable (and in no event more than five (5) calendar days) following the Closing, Parent or Buyer shall pay to each Holder of Vested Company Options the amounts (if any) required to be paid to any such Holder in accordance with this Section 2.6.7.2.

Vested Options. On At the next regularly scheduled payroll date Effective Time of Merger I, each option to purchase Target Common Stock (each a “Target Option”) that was granted under the Target Option Plan and is outstanding immediately prior to the Effective Time of Merger I and (A) held by an employee of Target and is vested as of the Surviving Corporation occurring more than five Effective Time of Merger I or (5B) Business Days but less than twenty held by a non-employee of Target, whether or not vested (20each option described in clause (A) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of or (B) being a Vested Option (other than with respect to “Non-Withholding Options) Assumed Target Option”), shall not be assumed by Acquiror and, accordingly, at the Effective Time of Merger I shall remain vested and exercisable for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the such number of shares of Common Target Capital Stock subject to such Vested Non-Assumed Target Option multiplied by an amount equal to the difference between extent of its vesting and, to the extent not exercised at or before the Effective Time of Merger I, shall terminate and cease to be outstanding immediately upon the Effective Time of Merger I, in each case in accordance with the terms of each of the Target Option Plan and the applicable stock option agreement. However, Target shall enter into an agreement with each holder of an outstanding Non-Assumed Target Option which will provide such holder with the following rights: (aA) the Per Share Closing Considerationright to exercise the Non-Assumed Target Option to the extent of its vesting, minus (b) determined as of the exercise price per share under such Vested OptionEffective Time of Merger I, minus (c) as proximately as possible prior to the Effective Time of Merger I by such holder’s applicable Percentage payment to Target of the Escrow Amount applicable exercise price in respect United States currency or immediately available funds in accordance with the terms of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a stock option agreement for such Non-Withholding Assumed Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on and (B) the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled right to receive with respect to each Vested Option subject thereto, the Target Common Stock acquired upon such holder’s Percentage exercise of the Earnout PaymentsNon-Assumed Target Option the applicable Cash Consideration and Equity Consideration in accordance with Section 2.6(a)(ii). Any such executed and binding agreement of any exercising option holder shall be provided to Target at least three (3) business days prior to the Effective Time of Merger I in order for Target to prepare, as and when such payments are required Acquiror to be madereview, the Closing Option Schedule, Closing Payment Schedule and Updated Target Disclosure Schedule, which amount shall be paid on amended to reflect the same schedule shares exercised and on amounts received by Target for the same terms and conditions as apply exercises of Non-Assumed Target Options described above. At the Effective Time of Merger I, all shares of Target Capital Stock distributable pursuant to the Stockholders generallyexercise of the rights authorized pursuant to this Section 2.6(d)(i), shall be certificated and held by Target’s corporate secretary for purposes of the exchange procedures set forth in Section 2.7 below. Upon the exercise of Non-Assumed Target Options, Target shall satisfy all of its tax withholding obligations with respect to such exercises.

Vested Options. On Each vested Option that is outstanding and unexercised immediately prior to the next regularly scheduled payroll date Effective Time shall be converted into the right to receive cash in accordance with this Section 2.2(a). The Company hereby agrees that, prior to the Effective Time, the Company Board will take all actions necessary to accelerate the vesting of all Options that would become vested as a result of, or in connection with, the consummation of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following transactions contemplated by this Agreement; provided, that the Closing Dateholder of each such Option is employed by the Company or one of its Subsidiaries at the Effective Time. At the Effective Time, the Surviving Corporation Company shall pay to each holder of a Vested vested Option (other than with respect each an “Optionholder” and collectively, the “Optionholders”) an amount of cash for each share of Voting Common Stock then issuable upon exercise of such vested Option equal to Non-Withholding Options) for whom Acquiror has received the Price Per Common Share less the applicable exercise price, upon receipt by the Company, Parent and MergerCo from such Optionholder of a duly executed Option Termination Agreement an amount in cash equal counterpart signature page to the number Common Equity Holders Agreement (as defined in Section 8.2(k)). The aggregate amount of shares the exercise prices of Common Stock subject all the vested Options as of the Effective Time is referred to such Vested herein as the “Aggregate Option multiplied by an Exercise Price Proceeds.” The aggregate amount equal of cash paid to the difference between Optionholders at the Effective Time pursuant to this Section 2.2(a) (aafter giving effect to Section 2.2(c) the Per Share Closing Consideration, minus (bhereof) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (is referred to herein as the “Closing Options Payout Amount”). Following Total Option Proceeds.” The Company shall take all actions necessary so that, as of immediately prior to the Effective Time, the Paying Agent Plan (as defined in Section 11.6) and all vested Options that are outstanding as of immediately prior to the Effective Time shall cause be terminated and canceled without any payment therefor (except the applicable Closing right to receive payment of the Total Option Proceeds in respect of vested Options Payout Amount to be paid to upon delivery by each such holder of a Vested vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled counterpart signature page to receive with respect to each Vested Option subject thereto, such holder’s Percentage the Common Equity Holders Agreement (as defined in Section 8.2(k)) or other liability on the part of the Earnout PaymentsCompany, MergerCo, Parent or any of their respective Affiliates (as and when such payments are required to be madedefined in Section 11.6) (including, which amount shall be paid on without limitation, under Section 280G of the same schedule and on the same terms and conditions as apply to the Stockholders generallyCode).