Substitute Option Agreement Sample Contracts

SUBSTITUTE OPTION AGREEMENT UNDER THE HOME POINT CAPITAL INC. 2021 INCENTIVE PLAN

Substitute Option Agreement • March 17th, 2022 • Home Point Capital Inc. • Mortgage bankers & loan correspondents • Delaware

• Contract Type
  Substitute Option Agreement
• Filed
  March 17th, 2022
• Company
  Home Point Capital Inc.
• Industry
  Mortgage bankers & loan correspondents
• Jurisdiction
  Delaware

Pursuant to the terms and conditions of this Substitute Option Agreement (this “Option Agreement”) and the Home Point Capital Inc. 2021 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), Home Point Capital Inc., a Delaware corporation (the “Company”), hereby grants to the Participant set forth on the signature page hereto (the “Participant”) the aggregate number of substitute Options set forth in the table on the signature page hereto, with each Option representing the right to purchase one share of Common Stock (collectively, the “Substitute Options”). The Substitute Options are “Substitute IPO Options” as set forth in the Plan. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

SUBSTITUTE OPTION AGREEMENT UNDER THE DERBY TOPCO, INC. 2019 STOCK INCENTIVE PLAN

Substitute Option Agreement • October 26th, 2023 • Waystar Holding Corp. • Services-computer integrated systems design • Delaware

• Contract Type
  Substitute Option Agreement
• Filed
  October 26th, 2023
• Company
  Waystar Holding Corp.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

Pursuant to the terms and conditions of this Option Agreement (this “Option Agreement”) and the Derby TopCo, Inc. 2019 Stock Incentive Plan (the “Plan”), the Company hereby grants to the [NAME] (the “Participant”) the aggregate number of Options set forth in the table below (the “Substitute Options”). The Substitute Options granted hereunder are being granted (i) in connection with that certain Agreement and Plan of Merger by and among Derby Parent, Inc., Derby Merger Sub Inc. and BNVC Group Holdings, Inc., dated as of July 29, 2019 (the “Merger Agreement”), (ii) in substitution of the Vested Options (the “Company Options”) identified herein that would otherwise be cancelled and cashed out in accordance with Section 3.2.1 of the Merger Agreement; and (iii) in accordance with Section 2.1.1 of the Merger Agreement; the Participant acknowledges and agrees that the Substitute Options being granted hereunder are being granted in lieu of, and in full satisfaction of, (i) the cash considerati