Common use of Company Options Clause in Contracts

Company Options. (a) Prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person, the Company Equity Plans and each Vested Company Option and Unvested Company Option shall be assumed by MEOA, except that following the Effective Time each Vested Company Option and Unvested Company Option shall cease to represent the right to purchase Company Shares and shall thereafter be exercisable for MEOA Shares (each, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule to be delivered in accordance with Section 2.3. Each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company Option immediately prior to the Effective Time, except for (i) terms (A) rendered inoperative by reason of the transactions contemplated by this Agreement (including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the options or the exercise price therefor) or (B) to the extent they conflict with the Adopted Incentive Equity Plans and (ii) such other immaterial administrative or ministerial changes as the MEOA Board (or the compensation committee of the MEOA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options; it being understood that the MEOA Board shall have no authority pursuant to the foregoing clause (ii) to adopt or make any such changes, and the Company Board shall have no obligation to adopt such changes pursuant to Section 2.1(b)(ii), to the extent that such changes are materially adverse to the holders thereof vis-à-vis the rights of such holders with respect to the Vested Company Options and the Unvested Company Options, in each case without consent of such holders. (ii) The treatment of the Company Options specified in this Section 2.1(b) will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and, as applicable, Section 424 of the Code. Prior to the Effective Time, the Company Board (or appropriate committee thereof) shall pass resolutions and take all such other actions as are necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to provide for the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.112.1. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option multiplied by (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. (ii) With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company Options held by any such Person whose employment or engagement has not been terminated, or in respect of such employment or engagement no termination notice has been issued by the holder or the Company, as the case may be, to the other party, both as of the Effective Time, shall become vested at such time. (iii) Prior to the Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take all other actions that are necessary actionunder the Company Stock Plan and/or award agreements (including providing Company Optionholders with notice of their rights with respect to any such Company Options as provided herein and/or seeking such Company Optionholders’ consents, and obtain in each case to the written consent (extent required by the “Option Consent”) of each holder terms of the Company Options give effect Stock Plan or award agreements) to effectuate the treatment provisions of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vithis ‎Section 2.7(c). (biv) Promptly The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to ‎Section 2.7(c)(i) above shall be rounded to the nearest cent (agora) and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors Stock Plan shall terminate and all rights to under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation or any of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent its Subsidiaries shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11cancelled. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. The Company, the Stockholders and UniCapital acknowledge that: (a) Prior Anything contained in Article 2 hereof to the contrary notwithstanding, on the Merger Effective TimeDate, 9.72% of the Company shall take all necessary actionEffective Date Consideration payable to Robe▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, and obtain the written consent (the “Option Consent”) of each holder ▇▇e principal stockholder of the Company Options give effect to (the treatment "Principal Stockholder"), less $1,225,398, shall be deposited into an escrow account (the "Company Escrow") established by the Company for the benefit of the Surviving Company, the Principal Stockholder and certain employees and consultants of the Surviving Company, to be released therefrom in accordance with the terms of the agreement governing the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi)Escrow. (b) Promptly after the Effective Time, the Paying Agent will mail Anything contained in Article 2 hereof to the Persons who were record holders contrary notwithstanding, 10.8% of Vested Company Options immediately prior the any Earn-Out Consideration payable by UniCapital to the Effective Time and submitted an Option Consent: (i) a letter Principal Stockholder in accordance with the terms of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable this Agreement shall be deposited into to the Company (including provisions releasing all claims against Escrow, to be released therefrom in accordance with its terms of the agreement governing the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Escrow. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent Nothing contained in this Section 11.6 shall limit or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to modify the provisions of Article 4 of this Agreement and, accordingly, 10% of the Effective Date Consideration payable to the Stockholders shall be placed in the escrow established for the benefit of the Stockholders and UniCapital under the terms of the Indemnity Escrow Agreement (the "Indemnity Escrow"); provided, however, that upon release of any of the Escrow Property to the Stockholders in accordance with the terms of the Indemnity Escrow Agreement, 1.08% of any of the Escrow Property payable to the Principal Stockholder shall be deposited into the Company Escrow to be released therefrom in accordance with its terms. Nothing contained herein, shall be deemed to have limited or reduced the obligations of the Principal Stockholder under Article 3, Section 12.1 or Section 12.2 hereof. (d) UniCapital agrees to, at the Stockholders expense, provide reasonable cooperation to the Company and the Stockholders in establishing the arrangement with the Option Holders regarding the matters described in this Section 2.1111.6, including, without limitation, permitting the Surviving Corporation to enter into an agreement to establish the Option Escrow.

Company Options. (a) Prior to the Effective Time, the The Company shall will take all necessary action, and obtain the written consent (the “Option Consent”) of appropriate action so that each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions was outstanding as of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent whether vested or Paying Agent shall deliver unvested, will, at the items set forth Effective Time, be canceled in clauses exchange for the right of the holder of such Company Option to receive, subject to the terms and conditions of this Agreement: (1) payment in cash by the Company promptly following the Closing equal to (i) the product of (x) the excess of the Per Share Consideration over the per share exercise price of such Company Option, and (y) the number of shares of Company Common Stock that were subject to such Company Option (whether vested or unvested) as of immediately prior to the Effective Time, less (ii) of Section 2.11(b) such holder’s Option Pro Rata Portion (with respect only to such Person. If Company Option) of the Adjusted Escrow Amount, less (iii) such Person then complies holder’s Option Pro Rata Portion (with respect only to such Company Option) of the Adjusted SR Fund Amount, plus * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Securities and Exchange Commission. (2) such holder’s right to receive such holder’s Option Consideration Pro Rata Portion (with respect only to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable ) of the Closing Cash Distribution, if any, plus (3) such holder’s right to receive such holder’s Option Pro Rata Portion (with respect only to such former holder Company Option) of Vested Company Option pursuant any amounts released from the Escrow Account to the provisions Equityholders, plus (4) such holder’s right to receive such holder’s Option Pro Rata Portion (with respect only to such Company Option) of this Section 2.11any amounts released from the Stockholders’ Representatives Fund to the Equityholders, plus (5) such holder’s right to receive such holder’s Option Pro Rata Portion (with respect only to such Company Option) of the Contingent Consideration, if any.

Company Options. Each Company Option (awhether vested or unvested) Prior to the Effective Timethat is unexpired, the Company shall take all necessary action, unexercised and obtain the written consent (the “Option Consent”) outstanding as of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time shall be cancelled and submitted an extinguished, and no such Company Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable shall be substituted with any equivalent option or right to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company purchase or otherwise acquire any Acquirer Common Stock in exchange for Merger Option Considerationor other Equity Interests of Acquirer. Promptly upon the delivery of a duly executed letter of transmittal and Upon cancellation thereof, each such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided has an Option Consent exercise price less than the Per Share Closing Total Value (each, an “In-the-Money Company Option”) shall be entitled to receive in exchange therefor the cash consideration that such holder has automatically converted into the right to receive receive, subject to and in accordance with Section 1.4, (A) the Option Consideration plus (B) in the event any Earnout Payment becomes due pursuant to Section 1.7, the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Per Share Earnout Payment. Each Company Option that is not an In-the-Money Company Option shall be cancelled and extinguished without consideration and without any present or future right to receive any portion of the associated deemed shares Merger Consideration or Earnout Payment. The payment of Company Common Stock associated with the deemed exercise. No interest Option Consideration to any holder of Employee Options shall be paid or will accrue on any cash payable at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Vested Company Employee Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions pursuant to the provisions Section 1.9, and in respect of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective TimeNon-Employee Options, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on to the Exchange Agent for further payment to the holders of Non-Employee Options, provided that, as a condition to payment of any cash payable amount owed to such former a holder of Vested Company Option pursuant Non-Employee Options in respect of Non-Employee Options, each such holder of Non-Employee Options must have first delivered to the provisions Exchange Agent a properly completed IRS Form W-9, or the appropriate version of this Section 2.11IRS Form W-8, if applicable.

Company Options. (a) Prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent Immediately prior to the Effective Time, Parent and conditioned upon consummation of the Merger, each outstanding Company Option, including any milestones related thereto, shall accelerate and shall be fully vested and exercisable and shall be cancelled, and each holder of a Company Option issued under the Option Plan shall be converted automatically into the right to receive, subject to compliance with Section 2.14(c), (A) an amount in respect of each share of Company Ordinary Shares subject to such Company Option, pursuant to this Agreement and subject to applicable Taxes required to be deducted or Paying Agent withheld, at the respective times and subject to the contingencies specified herein, equal to the Per Option Consideration for such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Price Per Ordinary Share, then such Company Option shall deliver be cancelled without any cash or other consideration being paid or provided in respect thereof at the items Closing; and (B) subject to the terms set forth in clauses (i) and the Earn-Out Agreement, the Earn-Out Consideration for such Company Option in respect of each Company Ordinary Share subject to such Company Option as set forth in the Certified Closing Report. The Company shall take all actions necessary to effect the treatment of Company Options as set forth in this Section 2.4(a). (ii) As of the Effective Time, the Option Plan shall terminate and all rights under any provisions of any other plan, program or arrangement providing for the grant of any other interest in respect of the capital stock of the Company shall be cancelled. At and after the Effective Time, no Person shall have any right under the Company Options, the Option Plan or any other plan, program or arrangement providing for the grant of any other interest in respect of the capital stock of the Company except the right to receive the Merger Consideration payable pursuant to Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b2.4(a), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall additional Company Options or other rights to acquire capital stock of the Company will be paid or will accrue on any cash payable to such former holder of Vested Company Option granted pursuant to the provisions of this Section 2.11Option Plan or otherwise after the Agreement Date.

Company Options. (a) Prior to the Effective Time, the Each Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options that is outstanding immediately prior to the Second Merger Effective Time Time, and submitted an Option Consent: (i) held by a letter then-current employee, consultant or director of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company or any of its Subsidiaries (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (iieach, a “Continuing Employee Option”) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has converted into the right to receive pursuant an option, granted in substitution of each such Company Option under the Incentive Equity Plan, to purchase PubCo Ordinary Shares (each a “PubCo Substitute Option”) upon substantially the provisions of Section 2.6, same terms and conditions as are in full satisfaction of all rights pertaining effect with respect to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Second Merger Effective Time Time, including with respect to vesting and termination-related terms, conditions and provisions, except that had not submitted an (a) such PubCo Substitute Option Consent shall provide the right to purchase that whole number of PubCo Ordinary Shares (rounded down to the nearest whole share) equal to the number of Company Ordinary Shares subject to such Company Option, multiplied by the Company Exchange Ratio, and (b) the exercise price per share for each such PubCo Substitute Option shall be equal to the exercise price per share of such Company Option in effect immediately prior to the Second Merger Effective Time, Parent divided by the Company Exchange Ratio (the exercise price per share, as so determined, being rounded up to the nearest full cent); provided, that the conversion of the Company Options will be made in a manner consistent with Treasury Regulation Sections 1.424-1, such that such substitution will not constitute a “modification” of such Company Options for purposes of Section 409A or Paying Agent Section 424 of the Code. As of the Second Merger Effective Time, each Company Option that is not a Continuing Employee Option shall deliver be cancelled, and each holder of any Company Options shall cease to have any rights with respect to such Company Options (other than the items set forth right to receive the PubCo Substitute Options in clauses accordance with the preceding sentence). The Company, the Company Board, and the compensation committee, as applicable, shall adopt any resolutions and take any other necessary actions, effective as of immediately prior to the Second Merger Effective Time, in order to (i) terminate the Company Incentive Plans (including any remaining share reserve under such Company Incentive Plans) and provide that shares in respect of Company Options that for any reason become re-eligible for future issuance, shall be cancelled, and (ii) of Section 2.11(b) to such Person. If such Person then complies with provide that no new Company Options will be granted under the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Incentive Plans.

Company Options. All Company Options (a) Prior other than Rollover Options), whether or not then exercisable and vested, shall become fully exercisable and vested at or prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after . At the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested all outstanding Company Options immediately prior to that are not exercised on or before the Effective Time and submitted an Option Consent: Closing Date (iother than Rollover Options) a letter shall be cancelled and, upon cancellation thereof, each holder of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (iian “Optionholder”) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled cease to receive in exchange therefor the cash consideration that such holder has have any rights with respect thereto, except the right to receive pursuant (i) the consideration set forth in this Section 2.3(c) plus (ii) a pro-rata portion of any Additional Company Securities Amount, each Optionholder (other than holders of Rollover Options) will be paid cash in consideration for the cancellation of his or her Company Options outstanding as of the Closing Date in an amount (rounded to the provisions nearest cent) equal to the difference between (i) the product of Section 2.6, in full satisfaction (x) the Company Common Stock Conversion Amount and (y) the number of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested for which such Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option were exercisable immediately prior to the Effective Time that had not submitted an Option Consent prior their cancellation pursuant to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (ithis Section 2.3(c) and (ii) the aggregate exercise price payable upon exercise of Section 2.11(b) to such Person. If such Person then complies with Company Options; provided, however, that the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration not deliver to such former Optionholder any cash for such holder’s outstanding Company Options until such holder has delivered to the Paying Agent Company Option Surrender Forms with respect to such Company Options; and provided, further, however, that if an Optionholder has not delivered to the Paying Agent Company Option Surrender Forms at Closing, the Paying Agent shall hold such amount and not pay such amount to the Optionholder until such Company Option Surrender Forms are delivered. The amount of such Vested Company Option. No interest any cash payment made to an Optionholder pursuant to this Section 2.3(c) shall be paid or will accrue on net of any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11applicable withholding Taxes.

Company Options. Each Company Option shall become fully vested and exercisable immediately prior to, but contingent upon, the Merger 1 Effective Time. Subject to Section 2.9 and Article VIII, each share of Company Common Stock underlying a Company Option (awhether vested or unvested) Prior that has not been exercised prior to the Merger 1 Effective TimeTime shall be canceled in consideration of payment to the holder thereof (each, an “Optionholder”) of (i) the Per Share Common Cash Amount minus the product of the exercise price per share of Company Common Stock subject or related to such Company Option times the Cash Consideration Ratio, without interest, and (ii) the Per Share Common Stock Amount minus that number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) the product of the Stock Consideration Ratio times the exercise price per share of Company Common Stock subject or related to such Company Option held by such Optionholder as of immediately prior to the Merger 1 Effective Time (whether vested or unvested), by (y) the Parent Stock Price (the “Option Payment”). Each Option Payment shall be adjusted for applicable withholding Taxes which shall be paid from the cash portion of such Option Payment; provided, however, that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit A. The Option Payment shall constitute the sole consideration payable in respect of all canceled Company Options and no additional consideration shall be paid in respect of any canceled Company Options. The Company shall take all necessary actionactions, including providing any required notice to Optionholders or obtaining any required consents from Optionholders, necessary to effect the transactions described in this Section 2.8(d) and obtain the written consent (the “Option Consent”) of each holder of to terminate the Company Options give effect to Option Plan effective at the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Merger 1 Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) No Company Options (whether vested or unvested) shall be assumed by Parent, Merger Sub or the Surviving Corporation. (ii) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Optionholders, upon the terms and subject to the conditions set forth in this Section 2.7 and throughout this Agreement, each outstanding (as of immediately prior to the Effective Time) Vested Company Option shall be terminated and canceled and converted into the right to receive, for each Vested Company Option Share, (1) the Common Closing Amount Per Share for such share, (2) the right to receive upon release from Escrow and subject to Article VIII, the Common Escrow Amount Per Share for such share and (3) the right to receive upon release from the Securityholder Representative Expense Fund and subject to Article VIII, the Common Expense Amount Per Share for such share (collectively, the “Option Merger Consideration”). The payment of the Option Merger Consideration shall be subject to reduction for applicable Tax withholding. Notwithstanding anything in this Section 2.7(c)(ii) to the contrary, in the event that the exercise price of any Vested Company Option is equal to or greater than the Per Share Participation Consideration, such Vested Company Option shall be canceled, no payment shall be required with respect thereto and such Vested Company Option shall have no further force or effect. From and after the Effective Time, each Vested Company Option that is terminated and canceled and converted into the right to receive the Option Merger Consideration by virtue of the Merger pursuant to this Section 2.7(c)(ii) shall no longer be outstanding and shall cease to have any rights with respect thereto other than the right to receive, upon the terms and subject to the conditions set forth in this Agreement, that portion of the Option Merger Consideration payable pursuant to this Section 2.7(c)(ii) (less applicable Tax withholding). (iii) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Company Optionholders, upon the terms and subject to the conditions set forth in this Section 2.7 and throughout this Agreement, each outstanding (as of immediately prior to the Effective Time) Unvested Company Option shall be terminated and canceled without payment of any consideration therefor, and the holder of such Unvested Company Option shall have no further rights with respect thereto. (iv) Prior to the Effective Time, and subject to the review and approval of Parent, the Company shall take all actions necessary action, or appropriate to effect the transactions anticipated by this Section 2.7(c) under the Company Stock Plan and obtain the written consent (the “all Company Option Consent”) of each holder agreements and any other plan or arrangement of the Company (whether written or oral, formal or informal), including delivering all notices required thereby and obtaining any required consents. The Company Stock Plan (including any sub‑plans thereof) and any other equity or equity-based compensation plans will be terminated as of the Closing. As soon as practicable following the execution of this Agreement, the Company shall mail to each person who is a holder of Company Options give effect to a letter describing the treatment of the such Company Options as contemplated by Sections 2.6(a)(iv)and, 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after in the Effective Time, the Paying Agent will mail to the Persons who were record holders case of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) Options, providing instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange obtaining payment for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option Options. Such letter and any materials delivered therewith to the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest Optionholders shall be paid or will accrue on any cash payable reasonably acceptable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Parent. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) By virtue of the Merger and without any action on the part of the Company, Parent or Merger Sub or the holders of Company Options, each Company Option outstanding and unexercised immediately prior to the Effective Time shall be accelerated in full so that each such Company Option is fully vested and exercisable immediately prior to, but contingent upon, the Effective Time. At the Effective Time, each holder of an outstanding and unexercised Company Option with a per share exercise price less than the Per Share Common Stock Consideration (each, an “In-the-Money Option”) shall be eligible to receive the Option Consideration with respect to such In-the-Money Option, rounded down to the nearest whole cent or to the nearest whole share, as applicable, less applicable deductions and withholdings required by Law to be withheld in respect of such payment. Any such required withholdings may be satisfied by withholding a portion of the Cash Consideration payable with respect of such In-the-Money Option, or by a reduction in the number of Parent Common Shares delivered as the Stock Consideration payable with respect to such In-the-Money Option. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the holders of such In-the-Money Options to whom such amounts would otherwise have been paid. Parent shall cause the Surviving Corporation to pay any amounts withheld for withholding Taxes promptly to the appropriate Governmental Authority on behalf of such holder of In-the-Money Options. The Option Consideration shall be payable to each holder of an In-the-Money Option in a lump sum within thirty (30) days after the Effective Time and shall not be subject to the deferred payment provisions of Section 2.6(a) or Article VII. Each Company Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Common Stock Consideration shall automatically be cancelled as of the Effective Time without any consideration payable in respect thereof. (ii) Conditional upon the Closing, each Company Option shall be cancelled and terminated as of the Effective Time in accordance with the Company Option Plan, and no holder of any such Company Option or participant in the Company Option Plan shall have any rights thereafter with respect thereto except as expressly provided in this Section 2.7(c). Prior to the Effective Time, the Company shall take all necessary action, and obtain the written consent (the “Option Consent”) of provide notice to each holder of the an outstanding Company Options give effect to Option describing the treatment of the such Company Options as contemplated by Sections 2.6(a)(ivOption in accordance with Section 2.7(c)(i), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after . Prior to the Effective Time, the Paying Agent will mail Company Board shall adopt any resolutions and take any actions which are necessary to effectuate this Section 2.7(c). Conditional upon the Persons who were record holders of Vested Closing, the Company Options immediately prior to the Effective Time and submitted an Option Consent: shall (i) a letter take all appropriate or necessary steps to effect the termination of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against Option Plan as of the Company and its officers and directors and all rights to the Company Options and the Company capital stock); Effective Time, and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option take all actions necessary so that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to following the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest there shall be paid or will accrue on any cash payable to such former holder of Vested no outstanding Company Option pursuant to the provisions of this Section 2.11Options.

Company Options. (a) At the Effective Time, each outstanding Company Option shall, in accordance with the terms of such Company Option, become fully vested and exercisable upon consummation of the Merger and shall be converted into and shall become the right to receive, in full and complete satisfaction and cancellation thereof, one or more cash payments per Company Option, without interest, as set forth below. Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of any option plan or agreement) that are necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options to give effect to the treatment transactions contemplated by this Section 2.4. The Parent, Merger Sub and the Company hereby acknowledge and agree that neither the Surviving Corporation nor Parent shall assume or continue any Company Options, or substitute any additional options for such Company Options. All payments to holders of Company Options pursuant to this Section 2.4 (collectively, “Option Payments”) shall be paid by Parent to the Representative on behalf of the holders of Company Options and the Representative shall be responsible for distributing such Option Payments to the holders of Company Options. Option Payments shall be determined and made on the Closing Date and each Contingent Payment Date, as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) applicable. The obligations of Parent and 2.6(a)(vi). (b) Promptly after the Surviving Corporation to make the Option Payments shall be satisfied upon final and non-refundable payment to the Representative. At the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested each outstanding Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing Option, whether or not such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option has an exercise price that provided an Option Consent is greater than the Per Share Closing Date Payment, shall be entitled to receive in exchange therefor the cash consideration that such holder has converted into and shall become the right to receive one or more cash payments, each payment in an amount equal to the result of “Xm” minus Kn and minus the amount of any Option Payments made to date with respect to such Company Option if, and only if, Xm is greater than Kn, where: [ Xm*S + S((Xm-Kn)*On) ] = T Where: Xm = Amount paid per share of outstanding Company Stock to date inclusive of the current payment, as calculated pursuant to the provisions spreadsheet attached as Schedule 2.1; S = the number of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders outstanding as of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time; T = The sum of all Merger Consideration (inclusive of the current payment) previously paid on account of all shares of Company Common Stock and all Company Options; Kn = For such Company Option, Parent or Paying Agent shall deliver the items set forth in clauses exercise price of such Company Option (i) and (ii) of Section 2.11(b) to where Kn is the exercise price for such Person. If such Person then complies with the remainder of Section 2.11(bCompany Option n), Parent or Paying Agent shall pay per Table 1 above; and On = Number of Company Options outstanding (and where On is the applicable Merger Option Consideration to such former holder number of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder Options with an exercise price of Vested Company Option pursuant to the provisions of this Section 2.11Kn), per Table 1 above.

Company Options. As of the Effective Time, each stock option (a“Company Options”) granted pursuant to the Networks in Motion 2005 Stock Incentive Plan (the “Company Plan”) shall terminate by virtue of the Merger and each holder of a Company Option shall cease to have any rights with respect thereto, other than as described in this Section 2.7(e). The Company has amended the Company Plan to provide for certain Company Options to be cashed-out and terminated prior to the Effective Time (“Cash-Out Options”) and for the holders of such Cash-Out Options to receive Cash-Out Option Payments promptly following the Effective Time and Cash-Out Escrow Payments, if any, pursuant to the Escrow Agreement. Immediately prior to the Effective Time (i) Company Options that are not Cash-Out Options (whether or not then vested) shall vest, and (ii) each holder of Company Options that are not Cash-Out Options shall be deemed to have exchanged all such holder’s Company Options for the right to receive the Option Merger Consideration, subject to the same adjustments applicable to holders of Company Common Stock receiving the Merger Consideration. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation or the Paying Agent will be treated for all purposes of this Agreement as having been paid to the holder of Cash-Out Options or Company Options in respect of whom such deduction and withholding was made. If the exercise price per share of any such Company Option is equal to or greater than the aggregate consideration payable to holder of a Company Option at the Closing, such Company Option shall be canceled without any payment being made in respect thereof. Prior to the Effective Time, the Company shall take all necessary actionactions required by the Company Plan under which such Company Options were granted to cause such Company Plan and all Company Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and obtain resolutions and obtaining any required consents, without paying any consideration or incurring any debts or obligations on behalf of the written consent Company or the Surviving Corporation. Not later than the time at which the Company gives notice of the Merger and the transactions contemplated by this Agreement to Company Stockholders, the Company shall notify each holder of Company Options, in writing, of the proposed Merger and the transactions contemplated by this Agreement (the “Option ConsentHolder Notice”) of each holder ). The Option Holder Notice shall apprise the holders of the Company Options give effect (i) of the proposed amendment to the treatment Company Plan and (A) which holders will be entitled to the Cash-Out Option Payment and Cash-Out Escrow Payments, if any, and (B) which holders will be entitled to the Option Merger Consideration, (ii) that the holders of the such Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent that are not Cash-Out Options will mail be deemed to the Persons who were record holders of Vested have exchanged all such holder’s Company Options immediately prior to the Effective Time for the Option Merger Consideration, and submitted an Option Consent: (iiii) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing that all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after terminate at the Effective Time and no longer be outstanding. At the Closing, Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior shall deliver to the Effective Time that had not submitted Escrow Agent out of the Initial Cash Amount the Cash-Out Escrow Amount for deposit into an Option Consent prior to escrow account (the Effective Time, Parent or Paying Agent shall deliver the items set forth “Escrow Account”) in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies accordance with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Escrow Agreement.

Company Options. (a) Prior to the Effective TimeClosing Date, the board of directors of the Company shall adopt the necessary resolutions, and the Company shall take all other actions, necessary actionto effect the following (each to be effective immediately prior to and contingent upon the Closing): (a) The Company shall cause each Option Holder of any Company Option that is then outstanding (whether such Company Option is vested or unvested, but not to the extent it has theretofore been exercised) to execute and obtain deliver an Option Surrender Agreement in the written consent form attached as Exhibit C hereto (the an “Option ConsentSurrender Agreement”) of each holder pursuant to which such Option Holder shall agree to surrender such Company Option in exchange for the right to receive an amount equal to the Option Cash Payment Amount set forth opposite such Option Holder’s name on the Consideration Schedule, subject to withholding as provided in Section 2.4; provided, however, that notwithstanding anything to the contrary herein, no portion of the Company Options give effect Initial Payment Amount shall be payable to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) any Option Holder unless and 2.6(a)(vi)until such Option Holder shall have executed and delivered to Purchaser an Option Surrender Agreement. (b) Promptly after Upon the Effective Time, the Paying Agent will mail to the Persons who were record holders surrender of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested any Company Option that provided an pursuant to this Section 2.6, such Company Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has no longer represent the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed acquire any shares of Company Common Stock associated with common stock, but shall entitle the deemed exercise. No interest shall be paid or will accrue on any cash payable Option Holder to holders of Vested Company Options pursuant to the provisions of this Section 2.11receive only such Option Holder’s respective Option Cash Payment Amount. (c) If within five years after Purchaser shall cause the Effective Time Parent receives an Company to pay to each Option Consent from a Person who was a record holder of a Vested Company Holder such Option immediately prior Holder’s respective Option Cash Payment Amount pursuant to the Effective Time that had not submitted an Option Consent prior this Section 2.6 (subject to the Effective Time, Parent or Paying Agent shall deliver the items set forth any applicable withholding as provided in clauses (iSection 2.4) and (ii) of Section 2.11(b) to such Person. If such Person then complies in accordance with the remainder of Section 2.11(b)Consideration Schedule, Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest which payment shall be paid made (x) as part of the next scheduled payroll run that is at least three (3) Business Days following the Closing Date, or will accrue on any cash payable to (y) if such former holder of Vested Company Option pursuant to Holder is not an Employee, by check or ACH within three (3) Business Days following the provisions of this Section 2.11Closing Date.

Company Options. (a) At the Effective Time, each then outstanding and unexercised Company Option (whether vested or unvested) granted under any Company Equity Plan, shall be cancelled and each vested Company Option shall be converted into the right to receive an amount of cash equal to (i) the excess, if any, of (A) the Applicable Per Share Amount over (B) the per share exercise price of such Company Option, multiplied by (ii) the number of shares of Company Common Stock covered by such Company Option, less any required withholding Taxes imposed on the recipient of such payment with respect to such payment. The amount and timing of the payment of the cash amount will be based on the amount and timing of the determination of the Applicable Per Share Closing Amount, the Applicable Per Share Earnout Amount and the Applicable Per Share Working Capital Amount; provided, that such amounts shall be payable as and when amounts are payable to holders of Company Common Stock generally pursuant to Section 3.01 and Section 3.05. Notwithstanding the foregoing, each outstanding Company Option granted under any Company Equity Plan with a per share exercise price that is equal to or greater than the Applicable Per Share Amount and each unvested Company Option shall be cancelled effective as of the Effective Time and no payment with respect to such Company Option shall be made to the holder of such Company Option. From and after the Effective Time, each Company Option, whether vested or unvested, shall no longer represent the right to purchase shares of Company Common Stock, but shall represent only the nontransferable right to receive the cash payments, if any, pursuant to this Agreement. (b) Prior to the Effective Time, the Company shall take (or cause to be taken) any and all necessary action, and shall obtain the written consent (the “Option Consent”) of each holder of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv)all such consents, 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by necessary to effect the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the foregoing provisions of this Section 2.11. (c) If within five years after 3.07, including by amending the Effective Time Parent receives an Option Consent from a Person who was a record applicable Company Equity Plans and entering into option termination agreements with each holder of Company Options in a Vested Company Option immediately prior form reasonably acceptable to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11Parent.

Company Options. (ai) Subject to clause (ii) below, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option multiplied by (ii) the total number of shares underlying such Company Option (the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment. From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per Company Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled without payment of consideration. (ii) With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company Options held by any such Person whose employment or engagement has not been terminated, or in respect of such employment or engagement no termination notice has been issued by the holder or the Company, as the case may be, to the other party, both as of the Effective Time, shall become vested at such time. (iii) Prior to the Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take all other actions that are necessary actionunder the Company Stock Plan and/or award agreements (including providing Company Optionholders with notice of their rights with respect to any such Company Options as provided herein and/or seeking such Company Optionholders’ consents, and obtain in each case to the written consent (extent required by the “Option Consent”) of each holder terms of the Company Options give effect Stock Plan or award agreements) to effectuate the treatment provisions of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vithis Section 2.7(c). (biv) Promptly The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to Section 2.7(c)(i) above shall be rounded to the nearest cent (agora) and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors Stock Plan shall terminate and all rights to under any provision of any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation or any of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent its Subsidiaries shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11cancelled. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (ai) Parent shall not assume any Company Options in connection with the Merger. Immediately prior to the Effective Time, each then outstanding Company Option shall by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and cease to be outstanding, and (A) in the case of any Company Option having a per share exercise price less than the Per Share Price, be converted into the right to receive following the Effective Time from the Parent (or the Surviving Corporation) for each share of Company Common Stock issuable upon exercise of such Company Option immediately prior to such cancellation, an amount (subject to any applicable tax withholding) in cash equal to the product of (x) the number of shares of Company Common Stock issuable upon exercise of such Company Option immediately prior to such cancellation and (y) the amount by which the Per Share Price exceeds the per share exercise price of such Company Option (the "Option Consideration"), or (B) in the case of any Company Option having a per share exercise price equal to or greater than the Per Share Price, without the payment of cash or issuance of other securities or any other consideration in respect thereof. Payment of the Option Consideration to holders of Company Options, without interest thereon, less applicable Taxes required to be withheld with respect to such payments pursuant to this Section 1.7(d)(i), shall be made from the Exchange Fund in accordance with Section 1.8, except as otherwise provided in Section 1.8. (ii) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to take all such actions as may be necessary action, and obtain the written consent (the “Option Consent”) of each holder of the Company Options to give effect to the treatment transactions contemplated by this Section 1.7(d), including by delivering to the holders of the Company Options as contemplated by Sections 2.6(a)(iv)notices, 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are substance reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all Parent, setting forth such holders' rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11Agreement. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. ​ (a) At the Effective Time, each Company Option, whether vested or unvested, shall be cancelled and shall only entitle the holder of such Company Option to receive from the Company an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Option multiplied by (ii) the amount, if any, that the product of the First Foundation Average Closing Price multiplied by the Exchange Ratio exceeds the exercise price per share of such Company Option, less any applicable Taxes required to be withheld with respect to such payment (such amount, the “Option Consideration”); provided that the Company may elect to fund the Option Consideration to be paid with respect to Company Options by funding the necessary amounts to the payroll processor of the Company or any of its Affiliates (the “Payroll Processor”) for payment by the Payroll Processor to the applicable holders of such Company Options. For the avoidance of doubt, any Company Option which has an exercise price per share of Company Common Stock that is greater than or equal to the product of the First Foundation Average Closing Price multiplied by the Exchange Ratio shall be cancelled at the Effective Time for no consideration or payment. (b) At least fifteen (15) days prior to the Closing Date and prior to any such payment, the Company shall obtain a written acknowledgement and waiver (in form and substance reasonably satisfactory to the Company and First Foundation) from each holder of a Company Option (i) confirming the number of Company Options held (and shares of Company Common Stock subject to such Company Options), (ii) confirming that the treatment of such Company Options pursuant to this Agreement and the amounts to be paid pursuant to this Agreement have been correctly calculated and (iii) acknowledging that in consideration for the cancellation of such Company Option, the holder agrees to accept the Option Consideration. The Company shall provide a copy of each such acknowledgement and waiver to First Foundation at least five (5) Business Days prior to the Closing Date. ​ ​ (c) Prior to the Effective Time, the Company Board shall adopt any necessary resolutions and take any actions necessary to (i) effectuate the provisions of Section 3.07(a) and 3.07(b), (ii) cause all necessary action, and obtain the written consent (the “Option Consent”) of each holder Company Options to vest in full as of the Company Options give effect Effective Time to the treatment extent permitted under the applicable Company Equity Plan and be terminated as of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (iiiii) instructions for use in effecting the deemed exercise and cancellation terminate all of the associated Company Common Stock in exchange for Merger Option ConsiderationCompany’s equity incentive plans and ensure that no Person has any rights under such plans. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.​

Company Options. (ai) Prior Except as set forth on Schedule 2.4(a)(i), immediately prior to the Effective Time, and conditioned upon consummation of the Initial Merger, the Company in its sole discretion has elected to cause each outstanding Company Option to be, and each outstanding Company Option shall be, deemed (effective as of immediately prior to the Effective Time) to have been fully accelerated (or in the case of Company Options set forth on Schedule 2.4(a)(i), partially accelerated) and cancelled, and each holder of a Company Option issued under the Option Plan shall be converted automatically into the right to receive, subject to compliance with Section 2.16(c), (A) the Per Option Consideration for such Company Option, less the Per Share Escrow Fund Amount and the Per Share Expense Fund Amount in respect of such Company Option and (B) any amount to be disbursed from the Escrow Fund with respect to such Company Option to the Optionholder thereof in accordance with the terms of this Agreement and the Escrow Agreement, as and when such payment is required to be made and (C) subject to the terms set forth in Section 2.17, the pro rata Milestone Payment for such Company Option, in each case, without interest thereon; provided, however, that if the Option Exercise Price of any such Company Option is equal to or greater than the Price Per Common Equivalent Unit, then such Company Option shall be cancelled without any cash or other consideration being paid or provided in respect thereof. The Company shall take all actions necessary to effect the treatment of Company Options as set forth in this Section 2.4(a), including the full or partial acceleration thereof as set forth in this Section 2.4(a)(i). (ii) As of the Effective Time, the Company in its sole discretion shall take all necessary actioncause the Option Plan to, and obtain the written consent (Option Plan shall, terminate and all rights under any provisions of any other plan, program or arrangement providing for the “Option Consent”) grant of each holder any other interest in respect of the capital stock of the Company Options give effect to the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) shall be cancelled. At and 2.6(a)(vi). (b) Promptly after the Effective Time, the Paying Agent will mail to the Persons who were record holders of Vested Company Options immediately prior to the Effective Time and submitted an Option Consent: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable to no Person shall have any right under the Company (including provisions releasing all claims against Options, the Option Plan or any other plan, program or arrangement providing for the grant of any other interest in respect of the capital stock of the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has except the right to receive the Merger Consideration payable pursuant to Section 2.4(a). No additional Company Options or other rights to acquire capital stock of the Company will be granted pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and Plan or otherwise after the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions date of this Section 2.11Agreement. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11.

Company Options. (a) Prior Upon the terms and subject to the conditions set forth in this Agreement, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, with a per share exercise price less than the Company Per Share Merger Consideration (each, a “Cashed-Out Option”), shall take all necessary actionautomatically and without any action on the part of the holders thereof, and obtain be converted into the written consent right to receive an amount in cash equal to (i) the Per Share Merger Consideration less (ii) the exercise price of such Cashed-Out Option, multiplied by the number of Shares underlying such Cashed-Out Option (the “Option ConsentConsideration”) of each holder of ). As promptly as reasonably practicable following the Company Options give effect to Closing Date, but in no event later than the treatment of the Company Options as contemplated by Sections 2.6(a)(iv), 2.6(a)(v) and 2.6(a)(vi). (b) Promptly fifth Business Day immediately after the Effective Time, the Paying Agent will mail Surviving Company shall pay (or cause to be paid on its behalf) to each holder of a Cashed-Out Option, through the applicable entity’s payroll system, the aggregate Option Consideration (without interest) payable to such holder of a Cashed-Out Option pursuant to this Section 3.2(a). Such cash consideration shall be rounded down to the Persons who nearest cent, and the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company) shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Cashed-Out Options with respect to whom such amounts were record holders withheld by the Surviving Company (or such Person(s) making payment on behalf of Vested the Surviving Company). Each Company Options Option outstanding and unexercised immediately prior to the Effective Time and submitted an Option Consent: (i) with a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and as are reasonably acceptable per share exercise price greater than or equal to the Company (including provisions releasing all claims against the Company and its officers and directors and all rights to the Company Options and the Company capital stock); and (ii) instructions for use in effecting the deemed exercise and cancellation Per Share Merger Consideration shall automatically be cancelled as of the associated Company Common Stock in exchange for Merger Option Consideration. Promptly upon the delivery of a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent by the holder of a Vested Company Option that provided an Option Consent shall be entitled to receive in exchange therefor the cash consideration that such holder has the right to receive pursuant to the provisions of Section 2.6, in full satisfaction of all rights pertaining to such Vested Company Option and the associated deemed shares of Company Common Stock associated with the deemed exercise. No interest shall be paid or will accrue on any cash payable to holders of Vested Company Options pursuant to the provisions of this Section 2.11. (c) If within five years after the Effective Time Parent receives an Option Consent from a Person who was a record holder of a Vested Company Option immediately prior to the Effective Time that had not submitted an Option Consent prior to the Effective Time, Parent or Paying Agent shall deliver the items set forth without any consideration payable in clauses (i) and (ii) of Section 2.11(b) to such Person. If such Person then complies with the remainder of Section 2.11(b), Parent or Paying Agent shall pay the applicable Merger Option Consideration to such former holder of such Vested Company Option. No interest shall be paid or will accrue on any cash payable to such former holder of Vested Company Option pursuant to the provisions of this Section 2.11respect thereof.