Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

Stock Options and Warrants. (a) At the Effective Time Time, the terms of the Merger, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock (each, a "Company Stock Option") under the 2000 Stock Incentive Plan of the Company (the "Company Incentive Plan"), whether vested or not granted under unvested, shall be amended by action of the Board of Directors of the Company Option Planto provide that, and all outstanding warrants to purchase Company Common Stock at the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options outstanding immediately prior to the Effective Time of shall be deemed to constitute and shall become an option to acquire, on the Merger (including, without limitation, any repurchase rights or vesting provisions same terms and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that conditions as were issuable upon exercise of applicable under such Company Stock Option or Warrant immediately prior to Option, the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole same number of shares of Parent Common Stock if (the said product is equal "Parent Stock Options") as the holder of such Company Stock Option would have been entitled to or less than receive pursuant to the fraction Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, at a price per share of one-half (.5) of one Parent Common Stock or rounded up equal to (i) the nearest whole aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the aggregate number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stockdeemed purchasable pursuant to such Company Stock Option; provided, and (ii) the per share exercise price for however, that, after aggregating all the shares of a holder subject to Company Stock Options, any fractional share of Parent Common Stock issuable upon exercise of resulting from such assumed Company Stock Option and Warrant will calculation for such holder shall be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the terms Code. Schedule 1.7(a) attached hereto sets forth the name of all each holder of Company Stock Options, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to his or her Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient aggregate number of shares of Parent Common Stock which each such person may purchase pursuant to the operation of this Section 1.7(a). In connection with the implementation of this Section 1.7(a), prior to the Closing, the Board of Directors of the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Stock Options to provide that, following the Effective Time, such options shall be exercisable for delivery upon exercise shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock Options and Warrants on the terms obligation to issue the number of shares of Parent Common Stock set forth in this Section 2.03(b)on Schedule 1.7(a) upon the exercise of the Company Stock Options.

Stock Options and Warrants. (a) Subject to Section 5.5(b), at the Effective Time, all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued, the stock option agreement by which it is evidenced and any applicable Change of Control Agreement. At the Effective Time of the MergerTime, each outstanding option all rights with respect to purchase Company Common Stock under each Company Warrant then outstanding shall be converted into and become rights to Parent Common Stock, and Parent shall assume each such Company Warrant in accordance with the terms (each, a "Company Stock Option"), whether or not granted under as in effect as of the date of this Agreement) of the Company Option Plan, Warrant and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall any warrant agreement by virtue of the Merger be assumed by Parentwhich it is evidenced. Each Company Stock Option From and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to after the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will assumed by Parent may be exercisable exercised solely for shares of Parent Common Stock, (or will become exercisable in accordance with its termsii) for that the number of whole shares of Parent Common Stock subject to each such Company Option and Company Warrant shall be equal to the product of the number of shares of Company Shares that were issuable upon exercise of Common Stock subject to such Company Stock Option or and Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded rounding down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half share, (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of under each such assumed Company Stock Option and Company Warrant will shall be equal to the quotient determined adjusted by dividing the per share exercise price per Company Share at which under such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded Ratio and rounding up to the nearest whole cent. Parent shall comply with cent and (iv) any restriction on the terms exercise of all any such Company Stock Option and Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option and Company Warrant shall otherwise remain unchanged; provided, however, that each Company Option and Company Warrant assumed by Parent in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. It is the intention of the parties that the Company Options and Warrants and use its best efforts to ensure, assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent required by, and subject to the provisions of, the such Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that Options qualified for tax treatment under Section 424(b) of the Code as incentive stock options prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).the

Stock Options and Warrants. (a) At the Effective Time Time, the terms of the Merger, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock (each, a "“Company Stock Option"”) under the 1993 Stock Compensation Plan of the Company (the “Company Incentive Plan”), whether vested or not granted under unvested, shall be adjusted as necessary or otherwise amended by action of the Board of Directors of the Company Option Planto provide that, and all outstanding warrants to purchase Company Common Stock at the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options outstanding immediately prior to the Effective Time shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock (the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding “Parent Stock Options”) as the acceleration holder of vesting on certain transactions), except that (i) each such Company Stock Option and Warrant will be exercisable (or will become exercisable would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in accordance with its terms) for that number of whole shares full immediately prior to the Effective Time, at a price per share of Parent Common Stock equal to the product of exercise price for the number shares of Company Shares that were issuable upon exercise of Common Stock otherwise purchasable pursuant to such Company Stock Option or Warrant immediately prior Option; provided, however, that, after aggregating all the shares of a holder subject to the Effective Time Company Stock Options, any fractional share of the Merger multiplied by the Exchange Ratio, Parent Common Stock resulting from such calculation for such holder shall be rounded down up to the nearest whole share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (“qualified stock options”), the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. Schedule 1.7(a) attached hereto sets forth the name of each holder of Company Stock Options, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to his or her Company Stock Options and the aggregate number of shares of Parent Common Stock if which each such person may purchase pursuant to the said product is equal operation of this Section 1.7(a). In connection with the implementation of this Section 1.7(a), prior to or less than the fraction Closing, the Board of one-half (.5) Directors of one the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Stock Options to provide that, following the Effective Time, such options shall be exercisable for shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock or rounded up Options and the obligation to issue the nearest whole number of shares of Parent Common Stock if set forth on Schedule 1.7(a) upon the said product is greater than exercise of the fraction Company Stock Options. As of one-half (.5) the date hereof, there are outstanding Company Stock Options to purchase 2,232,121 shares of one Parent Common Stock, and (ii) the per share exercise price for the which are exercisable into 2,232,121 shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal pursuant to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b1.7(a).

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock MamaMancini’s Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding MamaMancini’s Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company MamaMancini’s Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each MamaMancini’s Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock Grow Solutions’ Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding Grow Solutions’ Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company Grow Solutions’ Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each Grow Solutions’ Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its commercially reasonable best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Company Target Common Stock Shares (each, a "Company “Target Stock Option"), whether or not ”) granted under the Company Target’s 2005 Nonqualified Stock Option Plan, and all outstanding warrants to purchase Company Common Stock as amended (collectively, the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company “Target Stock Option and Warrant so assumed by Parent under this Agreement will continue Plan”) to have, and be subject to, the same terms and conditions of such options immediately prior to automatically converted at the Effective Time of into options (the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i“Substituted Options”) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that to purchase a number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, (rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5Shares) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing product of (x) the exercise price per Company Share at which aggregate number of Target Common Shares purchasable pursuant to such Company Target Stock Option and Warrant was exercisable immediately prior to the Effective Time of multiplied by (y) the Merger Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio, Ratio (such price rounded up to the nearest whole cent). Parent Such Substituted Option shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and otherwise be subject to the provisions ofsame terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the Company date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and permitted under related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Code or other relevant laws and regulations that any Company Target Stock Option that qualified for tax treatment under Section 424(b) Options as so amended. Substitution of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Target Stock Options and Warrants on for the terms set forth Substituted Options will occur in this compliance with Code Section 2.03(b)409A so that the substitution avoids being treated as the grant of new stock options.

Stock Options and Warrants. At (a) As of the Effective Time, any stock options, warrants or convertible securities, which are outstanding as of the date hereof and have not expired as of the Effective Time of shall be assumed by NPB and converted into options, warrants or convertible securities, as the Merger, each outstanding option case may be to purchase Company the number of shares of NPB Common Stock (each, a "Company Stock Option"), whether or not granted under rounded up to the Company Option Plan, and all outstanding warrants nearest whole share) equal to purchase Company the number of shares of AMI Common Stock subject to such options, warrants or convertible security, as the outstanding whether case may be, multiplied by the Exchange Ratio, at an exercise price per share of NPB Common Stock (rounded down to the nearest pennx) xxual to the former exercise price per share of AMI Common Stock under such options, warrants or not vestedconvertible securities, shall by virtue of as the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to havecase may be, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time divided by the Exchange Ratio; provided, however, that in the case of any AMI stock option to which Section 421 of the Merger Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code to the effect that the number of shares shall be rounded down to the nearest whole share and the exercise price shall be rounded up to the nearest pennx. Xxcept as provided above, the converted stock options, warrants or convertible securities, as the case may be, shall be subject to the same terms and conditions (including, without limitation, any repurchase rights expiration date, vesting and exercise provisions) as were applicable to stock options, warrants or vesting provisions and provisions regarding convertible securities, as the acceleration of vesting on certain transactions)case may be, except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time Time. (b) No such option, warrant or convertible security shall be converted into a stock option, warrant or convertible security to purchase a partial share of NPB Common Stock. (c) The consummation of the Merger multiplied by shall not be treated as a termination of employment for purposes of such stock options, warrants or convertible securities. (d) NPB agrees that as soon as practicable after the Exchange RatioEffective Time it will cause to be filed one or more registration statements on Form S-8 under the Securities Act, rounded down or amendments to its existing registration statements on Form S-8 or amendments to the nearest whole number of shares of Parent Common Stock if the said product is equal Registration Statement, in order to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for register the shares of Parent NPB Common Stock issuable upon exercise of such assumed Company the aforesaid converted AMI Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole centOptions. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).7.9

Stock Options and Warrants. (a) At the Effective Time Time, the terms of the Merger, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock (each, a "Company Stock Option") under the 2000 Stock Incentive Plan of the Company (the "Company Incentive Plan"), whether vested or not granted under unvested, shall be adjusted as necessary or otherwise amended by action of the Board of Directors of the Company Option Planto provide that, and all outstanding warrants to purchase Company Common Stock at the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options outstanding immediately prior to the Effective Time shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock (the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding "Parent Stock Options") as the acceleration holder of vesting on certain transactions), except that (i) each such Company Stock Option and Warrant will be exercisable (or will become exercisable would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in accordance with its terms) for that number of whole shares full immediately prior to the Effective Time, at a price per share of Parent Common Stock equal to the product of exercise price for the number shares of Company Shares that were issuable upon exercise of Common Stock otherwise purchasable pursuant to such Company Stock Option or Warrant immediately prior Option; provided, however, that, after aggregating all the shares of a holder subject to the Effective Time Company Stock Options, any fractional share of the Merger multiplied by the Exchange Ratio, Parent Common Stock resulting from such calculation for such holder shall be rounded down up to the nearest whole share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. Schedule 1.7(a) attached hereto sets forth the name of each holder of Company Stock Options, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to his or her Company Stock Options and the aggregate number of shares of Parent Common Stock if which each such person may purchase pursuant to the said product is equal operation of this Section 1.7(a). In connection with the implementation of this Section 1.7(a), prior to or less than the fraction Closing, the Board of one-half (.5) Directors of one the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Stock Options to provide that, following the Effective Time, such options shall be exercisable for shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock or rounded up Options and the obligation to issue the nearest whole number of shares of Parent Common Stock if set forth on Schedule 1.7(a) upon the said product is greater than exercise of the fraction Company Stock Options. As of one-half (.5) the date hereof, there are outstanding Company Stock Options to purchase approximately 4,000,000 shares of one Parent Common Stock, and (ii) the per share exercise price for the which are exercisable into approximately 4,000,000 shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal pursuant to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b1.7(a).

Stock Options and Warrants. (a) At the Effective Time of Time, the Merger, Company’s obligations with respect to each outstanding option to purchase shares of Company Common Stock (each, a "“Company Stock Option")” and collectively, whether or not granted the “Company Options”) under the Company Option PlanPlans, whether vested or unvested, and all outstanding warrants the Company’s obligations with respect to each warrant to purchase shares of Company Common Stock (each, a “Warrant” and collectively, the outstanding whether or not vested, shall by virtue of the Merger “Warrants”) will be assumed by ParentPurchaser. Each Company Stock Option and Warrant so assumed by Parent Purchaser under this Agreement will continue to have, and shall be subject to, to substantially the same terms and conditions of set forth in the Company Plans (which plans shall be adopted upon substantially the same terms and conditions by Purchaser) or agreement pursuant to which such options Company Option was issued as in effect immediately prior to the Effective Time of Time, and each Warrant so assumed by Purchaser under this Agreement shall be subject to substantially the Merger (including, without limitation, any repurchase rights or vesting provisions same terms and provisions regarding the acceleration of vesting on certain transactions)conditions set forth in such applicable Warrant agreement, except that as follows (i) each such Company Stock Option and or Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Purchaser Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the CSE Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Purchaser Common Stock, and (ii) the per share exercise price for the shares of Parent Purchaser Common Stock issuable upon exercise of such assumed Company Stock Option and or Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and or Warrant was exercisable immediately prior to the Effective Time of the Merger by the CSE Exchange Ratio, rounded and rounding the resulting exercise price up to the nearest whole cent. Parent shall comply with Following the terms Effective Time, Purchaser will send to the holders of all such the assumed Company Stock Options and Warrants and use its best efforts to ensure, to a written notice setting forth (i) the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Purchaser Common Stock for delivery that are subject to such assumed Company Option, and (ii) the exercise price per share of Purchaser Common Stock issuable upon exercise of all such assumed Company Option. In addition, Purchaser shall file with the SEC, no later than ninety (90) days after the Effective Time, a registration statement on Form S-8 registering the exercise of any Company Options issued under the Company Stock Options and Warrants on the terms set forth in Plans assumed by Purchaser pursuant to this Section 2.03(b4.09 (to the extent the exercise of such options is eligible to be registered using a Form S-8 registration statement).

Stock Options and Warrants. A. At the Effective Time of Time, the Merger, Company's obligations with respect to each outstanding option to purchase Company Common Stock (each, a "Company Stock Option")Option or Warrant, whether vested or not granted under the Company Option Planunvested, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable terminated and such Option or Warrant shall be replaced with an option or warrant, as the case may be, (such replacement options or will become exercisable in accordance with its termswarrants shall hereinafter be referred to collectively as "Parent Securities" or individually as "Parent Security") for that number of whole to acquire shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio.1521298, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the . The per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant Parent Security will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock the related Option and or Warrant was exercisable immediately prior to the Effective Time of by .1521298 and rounding the Merger by the Exchange Ratio, rounded resulting exercise price up to the nearest whole cent. Each Parent Security shall comply be evidenced by an option or warrant agreement in a form acceptable to Parent and shall contain the following additional provisions: (i) with respect to any Parent Security to be issued to Messrs. Horsxxx, Xxxxx xxx Bilanich or to individuals who are former employees or directors of either Company or Subsidiary as of the date of this Agreement, the expiration date of such Parent Security shall be the same expiration date as presently provided in such party's existing option or warrant agreement with the terms Company; (ii) with respect to any Parent Security to be issued to any other party not described in clause (i) above, the expiration date of all such Parent Security shall be the later of (x) one (1) year from the date of Closing or (y) the thirtieth (30th) day following termination of such employee's employment with the Company Stock Options or Subsidiary, but in no event shall such expiration date extend beyond the expiration date presently provided in such party's existing option or warrant agreement with the Company and Warrants and use its best efforts to ensure, to (iii) the extent required by, and Parent Security shall be subject to automatic exchange for a comparable option or warrant to acquire PracticeWorks common stock upon the provisions ofPracticeWorks Spin-off, adjusted to reflect the Company Option Plan and permitted under the Code exchange rate applicable to other options or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) warrants of the Code prior to Parent which are exchanged in connection with the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)PracticeWorks Spin-off.

Stock Options and Warrants. (a) At the Effective Time of Time, the Merger, Target Stock Option Plan and each outstanding option to purchase Company Common Stock (each, a "Company Stock Option")Target Option and each outstanding Target Warrant, whether vested or not granted under the Company Option Planunvested, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vestedshall, shall by virtue of the Merger and without any further consideration on the part of any holder thereof, be assumed by ParentAcquiror and be converted into an option (or warrant, as the case may be) to purchase shares of Acquiror Common Stock as set forth below. Target has delivered to Acquiror a schedule (the "Option Schedule") which sets forth a true and complete list as of the date hereof of all Target Warrants and Target Options, including the number of shares of Target Capital Stock subject to each such option or warrant, the exercise or vesting schedule, the exercise price per share and the term of each such option or warrant. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each Company Stock such Target Option and or Target Warrant so assumed by Parent Acquiror under this Agreement will shall continue to have, and be subject to, the same terms and conditions of such options set forth in the Target Stock Option Plan or the Target Warrant, as the case may be, immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each Company Stock Option and Warrant will such option or warrant shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Acquiror Common Stock equal to the product of the number of Company Shares shares of Target Common Stock that were issuable upon exercise of such Company Stock Option option or Warrant warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, exchange ratio as set forth on the Option Schedule and rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Acquiror Common Stock, and (ii) the per share exercise price for the shares of Parent Acquiror Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will option or warrant shall be equal to the quotient determined by dividing the exercise price per Company Share share of Target Common Stock at which such Company Stock Option and Warrant option or warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratioexchange ratio as set forth on the Option Schedule, rounded up to the nearest whole cent. Parent The exchange ratio set forth on the Option Schedule shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensurebe adjusted, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) as of the Code Effective Time, if necessary to reflect any exercise, cancellation or expiration of any Target Options or Target Warrants prior to the Effective Time such that the total number of the Merger continue Acquiror Common Shares to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve be reserved for issuance a sufficient number of shares of Parent Common Stock for delivery upon the exercise of all Company Stock Target Options and all Target Warrants on assumed by Acquiror hereunder is equal to 1,583,200. In no event, however, shall the terms set forth in this Section 2.03(b)number of Acquiror Common Shares reserved for issuance upon the exercise of Target Options and Target Warrants exceed 1,583,200 shares of Acquiror Common Stock.

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock IneedMD Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding IneedMD Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company IneedMD Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each IneedMD Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option all options to purchase Company shares of CNSR Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, then outstanding and all outstanding warrants to purchase Company shares of CNSR Common Stock the outstanding or CNSR Preferred Stock then outstanding, in each case whether vested or not vestedunvested, shall by virtue of the Merger be assumed by ParentSTRV or replaced with STRV options and warrants on substantially identical terms (each an “Assumed Option” or “Assumed Warrant” and together, each an “Assumed Option and Warrant”) in accordance with this Section 2.9.8 , provided that warrants to purchase shares of CNSR Common Stock or CNSR Preferred Stock will be exercisable into shares of STRV Common Stock based on the Exchange Ratio applicable thereto. Each Company Stock Assumed Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Assumed Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent STRV Common Stock equal to the product of the number of Company Shares shares of CNSR Common Stock or CNSR Preferred Stock that were issuable upon exercise of such Company Stock Option CNSR option or Warrant warrant immediately prior to the Effective Time of the Merger multiplied by the CNSR Common Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common or CNSR Series B Preferred Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common StockExchange Ratio, as applicable, and (ii) the per share exercise price for the shares of Parent STRV Common Stock issuable upon exercise of such assumed Company Stock each Assumed Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of CNSR Common Stock at which such Company Stock Option and Warrant CNSR option or warrant was exercisable immediately prior to the Effective Time of the Merger by the CNSR Common Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms STRV will assume as of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time each CNSR stock incentive plan providing for the issuance or grant of CNSR Options. Upon assumption of such plans, such amendments thereto as may be required to reflect the Merger continue will be deemed to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)have been made.

Stock Options and Warrants. At the Effective Time Time, Company's obligations with respect to each outstanding Company Stock Option (as disclosed in Section 3.3 of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"Disclosure Letter), whether or not granted under as amended in the Company Option Plan, and all outstanding warrants to purchase Company Common Stock manner described in the outstanding whether or not vestedfollowing sentence, shall by virtue of the Merger be assumed by Parent. Each The Company Stock Option and Warrant Options so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of as set forth in the stock option plans and agreements pursuant to which such options Company Stock Options were issued as in effect immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each such Company Stock Option and Warrant will shall be exercisable (or will become exercisable in accordance with its termssubject to applicable vesting schedules) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares that were issuable upon exercise of Common Stock covered by such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or Ratio and rounded up to the nearest whole number of shares of Parent Common Stock if and the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the exercise price per share exercise price shall be appropriately adjusted. Each warrant disclosed in Section 3.3 of the Disclosure Letter shall be converted into a Parent warrant on the same terms and conditions except that each such warrant shall be exercisable for the that number of whole shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined product of the number of shares of Company Common Stock covered by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, Ratio and rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock and the exercise price per share shall be appropriately adjusted. Parent shall (i) reserve for delivery issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Company Stock Options and warrants pursuant to this Section 5.15 and (ii) promptly after the Effective Time issue to each holder of an outstanding Company Stock Option or warrant a document evidencing the assumption by Parent of Company's obligations with respect thereto under this Section 5.15. Nothing in this Section 5.15 shall affect the schedule of vesting with 47 52 respect to the Company Stock Options to be assumed by Parent as provided in this Section 5.15. Notwithstanding anything to the contrary set forth herein, each Identified Shareholder agrees (i) to exercise or cause to be exercised all Company Stock Options directly or indirectly beneficially owned by him (the "Identified Shareholder Options") prior to the Effective Time and Warrants on (ii) that to the terms set forth extent not exercised in this Section 2.03(b)accordance herewith, all Identified Shareholder Options owned by such Identified Shareholder shall automatically terminate at the Effective Time.

Stock Options and Warrants. At (a) Each option or warrant to purchase shares of CorVu Common Stock that is outstanding at the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock whether or not exercisable and whether or not vested (each, a "Company Stock CorVu Option"), whether shall, without any action on the part of CorVu or not granted under the Company Option Planholder thereof, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by ParentMNAC in such manner that MNAC (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder, or (ii) to the extent that Section 424 of the Code does not apply to any such CorVu Option, would be such a corporation if Section 424 of the Code were applicable to such CorVu Option. Each Company MNAC shall assume CorVu's 1996 Stock Option Plan (the "CorVu Option Plan"). From and Warrant so after the Effective Time, all references to CorVu in the CorVu Options shall be deemed to refer to the Surviving Corporation. The CorVu Options assumed by Parent under this Agreement will continue to have, and MNAC shall be subject to, exercisable upon the same terms and conditions of such options immediately prior to as under the Effective Time of the Merger CorVu Options (including, without limitation, any repurchase rights or vesting provisions and including provisions regarding vesting and the acceleration of vesting on certain transactions), thereof) except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal such CorVu Options shall entitle the holder to purchase from the product of Surviving Corporation the number of Company Shares that were issuable upon exercise shares of such Company MNAC Common Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, (rounded down to the nearest whole number of such shares) that equals the product of the Conversion Ratio multiplied by the number of shares of Parent CorVu Common Stock if subject to such CorVu Option immediately prior to the said product is equal to or less than Effective Time, (ii) the fraction option exercise price per share of one-half (.5) of one Parent MNAC Common Stock or shall be an amount (rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5full cent) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company share of CorVu Common Stock Option and Warrant was exercisable in effect immediately prior to the Effective Time of the Merger divided by the Exchange Conversion Ratio, rounded up to and (iii) the nearest whole cent. Parent CorVu Options shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, vest to the extent required by, and subject pursuant to the provisions of, the Company Option Plan and permitted under the Code current terms of such CorVu Options or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under agreements as described in Section 424(b) 4.3 of the Code prior CorVu Disclosure Schedule (as defined below). Except to the Effective Time extent required pursuant to the current terms of such CorVu Options or other agreements as described in Section 4.3 of the Merger continue CorVu Disclosure Schedule, CorVu shall not take any action to so qualify after accelerate the Effective Time vesting of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)any CorVu Options.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option all options to purchase Company shares of Ironclad Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, then outstanding and all outstanding warrants to purchase Company shares of Ironclad Common Stock the outstanding or Ironclad Preferred Stock then outstanding, in each case whether vested or not vestedunvested, shall by virtue of the Merger be assumed by ParentEUTA or replaced with EUTA options and warrants on substantially identical terms (each an "ASSUMED OPTION" or "ASSUMED WARRANT" and together, each an "ASSUMED OPTION AND WARRANT") in accordance with this SECTION 2.9.8 , provided that warrants to purchase shares of Ironclad Common Stock or Ironclad Preferred Stock will be exercisable into shares of EUTA Common Stock based Exchange Ratio applicable thereto. Each Company Stock Assumed Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Assumed Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent EUTA Common Stock equal to the product of the number of Company Shares shares of Ironclad Common Stock or Ironclad Preferred Stock that were issuable upon exercise of such Company Stock Option Ironclad option or Warrant warrant immediately prior to the Effective Time of the Merger multiplied by the Ironclad Common Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Ironclad Series A Preferred Stock if the said product is equal to Exchange Ratio, or less than the fraction of one-half (.5) of one Parent Common Ironclad Series B Preferred Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common StockExchange Ratio, as applicable, and (ii) the per share exercise price for the shares of Parent EUTA Common Stock issuable upon exercise of such assumed Company Stock each Assumed Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of Ironclad Common Stock at which such Company Stock Option and Warrant Ironclad option or warrant was exercisable immediately prior to the Effective Time of the Merger by the Ironclad Common Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

Stock Options and Warrants. At (a) Subject to Section 5.5(c), at the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Planwhich is outstanding and unexercised immediately prior to the Effective Time, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue will be converted into and become an option to purchase Parent Common Stock, and Parent will assume each such Company Option in accordance with the terms (as in effect as of the Merger be assumed date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by Parentwhich it is evidenced. Each Company Stock Option Accordingly, from and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to after the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will assumed by Parent may be exercisable (or will become exercisable in accordance with its terms) exercised solely for that number of whole shares of Parent Common Stock equal to Stock, (ii) the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is subject to each such Company Option will be equal to the number of shares of Company Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the class or less than series of Company Stock for which such Company Option was exercisable immediately prior to the fraction of oneEffective Time, rounding down to the nearest whole share, (iii) the per-half (.5) of one Parent Common Stock or rounded share exercise price under each such Company Option will be adjusted by dividing the per-share exercise price under such Company Option by the applicable Exchange Ratio and rounding up to the nearest whole cent and (iv) any restriction on the exercise of any such Company Option will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option will otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.5(a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. The assumption of Company Options provided for in this Section 5.5(a) is intended to be effected in a manner which is consistent with Section 424(a) of the Code with respect to Company Options that are intended to be "incentive stock options." In connection with the assumption or substitution of Company Options, Parent intends to take such actions as may be necessary to ensure that, prior to the expiration of one year after the Closing Date, no shares of Parent Common Stock received upon exercise of assumed or substituted Company Options may be the subject of a Disposition (as defined in Section 1.9) without the prior written consent of Parent, except that each optionee may dispose of: (a) up to an aggregate of 10% of the total number of shares of Parent Common Stock if covered by such options at any time after the said product is greater than Closing Date; (b) up to a cumulative aggregate of 47% of such shares at any time after the fraction expiration of one-half (.5) of one Parent Common Stock, 180 days after the Closing Date; and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(bc).

Stock Options and Warrants. A. At the Effective Time of Time, the Merger, Company's obligations with respect to each outstanding option to purchase Company Common Stock (each, a "Company Stock Option")Option or Warrant, whether vested or not granted under the Company Option Planunvested, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable terminated and such Option or Warrant shall be replaced with an option or warrant, as the case may be, (such replacement options or will become exercisable in accordance with its termswarrants shall hereinafter be referred to collectively as "Parent Securities" or individually as "Parent Security") for that number of whole to acquire shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio.1521298, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the . The per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant Parent Security will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock the related Option and or Warrant was exercisable immediately prior to the Effective Time of by .1521298 and rounding the Merger by the Exchange Ratio, rounded resulting exercise price up to the nearest whole cent. Each Parent Security shall comply be evidenced by an option or warrant agreement in a form acceptable to Parent and shall contain the following additional provisions: (i) with respect to any Parent Security to be issued to Messrs. Xxxxxxx, Xxxxx and Bilanich or to individuals who are former employees or directors of either Company or Subsidiary as of the date of this Agreement, the expiration date of such Parent Security shall be the same expiration date as presently provided in such party's existing option or warrant agreement with the terms Company; (ii) with respect to any Parent Security to be issued to any other party not described in clause (i) above, the expiration date of all such Parent Security shall be the later of (x) one (1) year from the date of Closing or (y) the thirtieth (30th) day following termination of such employee's employment with the Company Stock Options or Subsidiary, but in no event shall such expiration date extend beyond the expiration date presently provided in such party's existing option or warrant agreement with the Company and Warrants and use its best efforts to ensure, to (iii) the extent required by, and Parent Security shall be subject to automatic exchange for a comparable option or warrant to acquire PracticeWorks common stock upon the provisions ofPracticeWorks Spin-off, adjusted to reflect the Company Option Plan and permitted under the Code exchange rate applicable to other options or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) warrants of the Code prior to Parent which are exchanged in connection with the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)PracticeWorks Spin-off.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company shares of IPEC Regular Common Stock (each, a each an "Company IPEC Stock Option")) under the 1992 IPEC Stock Option Plan, whether or not granted under the Company Option Planexercisable, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger will be assumed by ParentSpeedFam and each option to purchase IPEC Regular Common Stock (also an "IPEC Stock Option") granted pursuant to the McDaxxxx Xxxeement which is vested as of the Effective Time shall be assumed by SpeedFam. Each Company IPEC Stock Option and Warrant so assumed by Parent SpeedFam under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the 1992 IPEC Stock Option Plan or the McDaxxxx Xxxeement, as applicable, immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactionsrights), except that (i) each Company IPEC Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent SpeedFam Common Stock equal to the product of the number of Company Shares shares of IPEC Common Stock that were issuable upon exercise of such Company IPEC Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent SpeedFam Common Stock, and (ii) the per share exercise price for the shares of Parent SpeedFam Common Stock issuable upon exercise of such assumed Company IPEC Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of IPEC Common Stock at which such Company IPEC Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with After the terms Effective Time, SpeedFam will issue to each holder of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company an outstanding IPEC Stock Option a notice describing the foregoing assumption of such IPEC Stock Option by SpeedFam. At the Effective Time, SpeedFam shall issue a new warrant to replace the unexercised, issued and outstanding H & Q I Warrant which shall be exercisable for the number of shares of SpeedFam Common Stock that qualified equals the number of shares of IPEC Regular Common Stock for tax treatment under Section 424(b) of which the Code H & Q I Warrant was exercisable immediately prior to the Effective Time of multiplied by the Merger continue Exchange Ratio, rounded down to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient nearest whole number of shares of Parent SpeedFam Common Stock. In addition, the H & Q I Warrant Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the H & Q I Warrant. At the Effective Time, SpeedFam shall assume the unexercised, issued and outstanding H & Q II Warrant which shall become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for delivery upon exercise of all Company Stock Options and Warrants on which the H & Q II Warrant was exercisable immediately prior to the Effective Time, adjusted in accordance with the terms set forth of the H & Q II Warrant. In addition, the H & Q II Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the H & Q II Warrant. -44- 50 At the Effective Time, each of the unexercised, issued and outstanding Intel Warrants shall automatically by operation of law and their original terms, and without necessity of any exchange or other action by the holder thereof, become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the Intel Warrants were exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of SpeedFam Common Stock. In addition, the Intel Exercise Price shall be adjusted at the effective Time in accordance with the terms of the Intel Warrant. At the Effective Time, SpeedFam shall assume the unexercised, issued and outstanding Fletxxxx Xxxrant which shall become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the Fletxxxx Xxxrant was exercisable immediately prior to the Effective Time, adjusted in accordance with the terms of the Fletxxxx Xxxrant. In addition, the Fletxxxx Xxxrcise Price shall be adjusted at the Effective Time in accordance with the terms of the Fletxxxx Xxxrant. At the Effective Time, each of the unexercised, issued and outstanding UPO's shall automatically by operation of law and their original terms, and without necessity of any exchange or other action by the holder thereof, become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the UPO's were exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of SpeedFam Common Stock, plus warrants for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the warrants under the UPO's were exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of SpeedFam Common Stock (the "UPO Warrant"). In addition, the UPO Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the UPO's, and the UPO Warrant Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the UPO Warrant. At the Effective Time, each of the issued and outstanding IPEC Convertible Notes shall remain outstanding thereafter as an obligation of IPEC, as applicable, and from and after the Effective Time, the holders of the IPEC Convertible Notes shall have the right to convert such IPEC Convertible Notes into the number of shares of SpeedFam Common Stock receivable in the Merger by a holder of the number of shares of IPEC Regular Common Stock into which the IPEC Convertible Notes could have been converted immediately prior to the Merger. IPEC shall comply with all notice requirements arising as a consequence of this Agreement and the transactions contemplated hereby under that certain Indenture, dated as of September 15, 1997 (the "Indenture"), between IPEC and State Street Bank and Trust Company of California, N.A., as trustee thereunder (the "Trustee") pursuant to which the IPEC Convertible Notes are issued and outstanding. At the Effective Time, IPEC and SpeedFam shall execute and deliver to the Trustee a supplemental indenture pursuant to, and satisfying the requirements of, Section 2.03(b3.5(e), 11.1 and 15.6 of the Indenture, which supplemental shall be in form and substance reasonably satisfactory to SpeedFam and the Trustee and shall provide, among other things, that SpeedFam shall either assume, or be a guarantor of, IPEC's obligations under the Indenture (the "Note Guarantee"). IPEC and SpeedFam shall use reasonable efforts to obtain the consent of Noteholders required under the September 15, 1997 Registration Rights Agreement relating to the Notes ("Notes Registration Rights Agreements") to delete clause (B) from the definition of "Registrable Securities." Obtaining this consent is not a condition to closing.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each stock option that is then outstanding option to purchase Company Common under the Company's 1996 Stock Option Plan, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under will be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 1996 Stock Option Plan and the stock option agreement by which such Company Option Plan, and all outstanding warrants is evidenced. All rights with respect to purchase Company Common Stock under outstanding Company Options will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option will continue be equal to have, and be the number of shares of Company Common Stock that were subject to, the same terms and conditions of to such options Company Option immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange RatioApplicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option will be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent, and (iv) all restrictions on the exercise of each such assumed Company Option will continue in full force and effect, and the term and other provisions of such Company Option will otherwise remain unchanged (except that the vesting of each such assumed Company Option will, in accordance with the Company's 1996 Stock Option Plan, become fully vested and exercisable at the Effective Time); provided, however, that each such assumed Company Option will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent will take all action that may be necessary (under the Company's 1996 Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.6(a). Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (x) the number of shares of Parent Common Stock subject to such assumed Company Option, and (y) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Stock Option Option. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in the Code) shall be and Warrant will is intended to be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply effected in a manner consistent with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code Code. In the event any person listed on EXHIBIT R exercises any Company Option prior to the Effective Time Termination Date (as such term is defined in the Escrow Agreement), upon such exercise, Parent shall deposit the Option and Warrant Holder Fraction of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient aggregate number of shares of Parent Common Stock for delivery upon exercise with respect to which such Company Option was exercised with the Escrow Agent to be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement. Prior to the Closing, each person listed on EXHIBIT R shall execute and deliver an Agreement Regarding Cancellation of all Company Stock Options and Warrants on in substantially the terms set forth in form attached as EXHIBIT S hereto and an Escrow Agreement. For purposes of this Section 2.03(b).Agreement, the "Option and Warrant Holder Fraction" shall mean a fraction, the numerator of which is equal to 10% of the

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock Sports Field Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding Sports Field Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company Sports Field Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each Sports Field Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of Company Common Stock that is then outstanding, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the stock option agreement by which such Company Option Planis evidenced. At the Effective Time, and all outstanding warrants rights with respect to purchase Company Common Stock under outstanding Company Options shall be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to have, and each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to, the same terms and conditions of to such options Company Option immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratiosum of the Common Preference Fraction plus the Applicable Participating Fraction, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the sum of the Common Preference Fraction plus the Applicable Participating Fraction, and rounding the resulting exercise price up to the nearest whole cent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. It is the intention of the parties that the Company Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. As soon as is reasonably practicable following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole centOption. Parent shall comply file with the terms SEC, within two weeks after the Closing, a registration statement on Form S-8 registering the exercise of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior Options assumed by Parent pursuant to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)1.6.

Stock Options and Warrants. At the Effective Time Time, Company's obligations with respect to each outstanding Company Stock Option (as disclosed in Section 3.3 of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"Disclosure Letter), whether or not granted under as amended in the Company Option Plan, and all outstanding warrants to purchase Company Common Stock manner described in the outstanding whether or not vestedfollowing sentence, shall by virtue of the Merger be assumed by Parent. Each The Company Stock Option and Warrant Options so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of as set forth in the stock option plans and agreements pursuant to which such options Company Stock Options were issued as in effect immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each such Company Stock Option and Warrant will shall be exercisable (or will become exercisable in accordance with its termssubject to applicable vesting schedules) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares that were issuable upon exercise of Common Stock covered by such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or Ratio and rounded up to the nearest whole number of shares of Parent Common Stock if and the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the exercise price per share exercise price shall be appropriately adjusted. Each warrant disclosed in Section 3.3 of the Disclosure Letter shall be converted into a Parent warrant on the same terms and conditions except that each such warrant shall be exercisable for the that number of whole shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined product of the number of shares of Company Common Stock covered by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, Ratio and rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock and the exercise price per share shall be appropriately adjusted. Parent shall (i) reserve for delivery issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Company Stock Options and warrants pursuant to this Section 5.15 and (ii) promptly after the Effective Time issue to each holder of an outstanding Company Stock Option or warrant a document evidencing the assumption by Parent of Company's obligations with respect thereto under this Section 5.15. Nothing in this Section 5.15 shall affect the schedule of vesting with respect to the Company Stock Options to be assumed by Parent as provided in this Section 5.15. Notwithstanding anything to the contrary set forth herein, each Identified Shareholder agrees (i) to exercise or cause to be exercised all Company Stock Options directly or indirectly beneficially owned by him (the "Identified Shareholder Options") prior to the Effective Time and Warrants on (ii) that to the terms set forth extent not exercised in this Section 2.03(b)accordance herewith, all Identified Shareholder Options owned by such Identified Shareholder shall automatically terminate at the Effective Time.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of capital stock of the Company Common Stock that is then outstanding, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 1997 Stock Plan (the "Stock Plan") and the stock option agreement by which such Company Option Plan, and all outstanding warrants is evidenced. All rights with respect to purchase Company Common Stock under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement will may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged and shall continue to have, and be subject to, the same terms and conditions of as set forth in the Stock Plan and/or stock option agreement by which such options Company Option is evidenced immediately prior to the Effective Time of the Merger (includingTime; provided, without limitationhowever, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)that each such assumed Company Option shall, except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of , be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to after the Effective Time Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. Following the Merger multiplied by Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal subject to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, such assumed Company Option and (ii) the exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).Stock

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock Shares (each, a "Company Stock OptionCOMPANY STOCK OPTION"), whether or not granted under the Company Option Plan, ) and all outstanding warrants to purchase Company Common Stock the outstanding Shares (each, a "COMPANY WARRANT") then outstanding, in each case whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Company Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Company Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan Company's stock incentive plans and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Company Warrants on the terms set forth in this Section 2.03(b)SECTION 2.3.2.

Stock Options and Warrants. At (a) Each option or warrant to purchase shares of Seller Common Stock that is outstanding at the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock whether or not exercisable and whether or not vested (each, a "Company Stock Seller Option"), whether shall, without any action on the part of Seller or not granted under the Company Option Planholder thereof, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by ParentSurviving Corporation in such manner that Surviving Corporation (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder, or (ii) to the extent that Section 424 of the Code does not apply to any such Seller Option, would be such a corporation if Section 424 of the Code were applicable to such Seller Option. Each Company Surviving Corporation shall assume Seller's 1996 Stock Option Plan (the "Seller Option Plan"). From and Warrant so after the Effective Time, all references to Seller in the Seller Options shall be deemed to refer to the Surviving Corporation. The Seller Options assumed by Parent under this Agreement will continue to have, and Surviving Corporation shall be subject to, exercisable upon the same terms and conditions of such options immediately prior to as under the Effective Time of the Merger Seller Options (including, without limitation, any repurchase rights or vesting provisions and including provisions regarding vesting and the acceleration of vesting on certain transactions), thereof) except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal such Seller Options shall entitle the holder to purchase from the product of Surviving Corporation the number of Company Shares that were issuable upon exercise shares of such Company Surviving Corporation Common Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, (rounded down to the nearest whole number of such shares) that equals the product of the Conversion Ratio multiplied by the number of shares of Parent Seller Common Stock if subject to such Seller Option immediately prior to the said product is equal to or less than Effective Time, (ii) the fraction option exercise price per share of one-half (.5) of one Parent Surviving Corporation Common Stock or shall be an amount (rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5full cent) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company share of Seller Common Stock Option and Warrant was exercisable in effect immediately prior to the Effective Time of the Merger divided by the Exchange Conversion Ratio, rounded up to and (iii) the nearest whole cent. Parent Seller Options shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, vest to the extent required by, and subject pursuant to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) current terms of the Code prior such Seller Options. Except to the Effective Time extent required pursuant to the current terms of such Seller Options, Seller shall not take any action to accelerate the Merger continue to so qualify after the Effective Time vesting of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)any Seller Options.

Stock Options and Warrants. At the Effective Time Time, each Company Option and Company Warrant held by Cashed Out Option Holders (collectively, “Cashed Out Options”) shall be cancelled and automatically converted into the right to receive, upon the surrender of such Cashed Out Option and the execution and delivery of (x) the Amendment to Stock Option Agreements and Consent to Appointment in the form attached hereto as Exhibit E (the “Option Amendment and Consent”) by each Cashed Out Option Holder that holds Company Options, and (y) the Amendment to Convertible Promissory Notes and Stock Purchase Warrants and Consent to Appointment in the form attached hereto as Exhibit F (the “Note and Warrant Amendment and Consent”) upon the terms and subject to the conditions set forth in this ARTICLE II and elsewhere in this Agreement (including but not limited to the deposit of a portion of the Merger, each outstanding option cash payable pursuant to purchase Company Common Stock (each, a "Company Stock Option"this Section 2.3 into the Escrow Fund and the Expense Fund), whether or not granted an amount of cash as set forth on the Capitalization and Payment Table (the “Option Consideration,” and together with the “Stock Consideration,” the “Equity Consideration”). The Option Consideration payable to each Cashed Out Option Holder shall be calculated (subject to the deductions and adjustments described herein) by taking (i) the aggregate amount that such holder would have received under Section 2.1(c) if the holder had exercised such Cashed Out Options prior to the Effective Time and the shares issued upon such exercise were included in the number of outstanding Company Shares, minus (ii) the aggregate exercise prices under such Cashed Out Options. Prior to the Closing, the Company shall obtain the written consent of each Cashed Out Option Plan, Holder to receive such cash payment in lieu of exercise and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, effect that such Cashed Out Options shall by virtue terminate automatically as of the Merger be assumed by ParentEffective Time. Each Company Stock Option and Warrant so assumed other than those held by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options Cashed Out Option Holders outstanding immediately prior to the Effective Time shall be terminated and shall expire as of the Merger (including, without limitation, any repurchase rights Effective Time. Neither Parent nor the Surviving Corporation shall assume the Company Options or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares substitute similar options of Parent Common Stock equal to the product of the number of for Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior Options. Prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions ofTime, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on effectuate such termination at the terms set forth in this Section 2.03(b)Effective Time.

Stock Options and Warrants. At the Effective Time (a) As of the MergerPhoneTel Effective Time, (i) each outstanding option to purchase Company PhoneTel Common Stock (eachcollectively, a the "Company Stock PhoneTel Options") shall be converted into an option (an "Adjusted PhoneTel Option"), whether or not granted under the Company Option Plan, and all outstanding warrants ) to purchase Company the number of shares of Davel Common Stock equal to the outstanding whether or not vested, shall by virtue number of the Merger be assumed by Parent. Each Company shares of PhoneTel Common Stock Option and Warrant so assumed by Parent under this Agreement will continue subject to have, and be subject to, the same terms and conditions of such options immediately prior to the PhoneTel Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, Ratio (rounded down to the nearest whole number of shares of Parent Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock if subject to such option divided by the said product is Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to PhoneTel shall be deemed to refer to Davel, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code shall be effected so as not to constitute a modification, extension or renewal of such option under Section 424(a) of the Code, (ii) Davel shall assume the obligations of PhoneTel under the PhoneTel Options, (iii) each outstanding warrant to purchase PhoneTel Common Stock (the "PhoneTel Warrants") shall be converted into a warrant (an "Adjusted PhoneTel Warrant") to purchase the number of shares of Davel Common Stock equal to or less than the fraction number of one-half (.5) shares of one Parent PhoneTel Common Stock or subject to such PhoneTel Warrants immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Davel Common Stock), and (ii) the at an exercise price per share equal to the exercise price for the shares each such share of Parent PhoneTel Common Stock issuable upon exercise of subject to such assumed Company Stock Option and PhoneTel Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger divided by the Exchange Ratio, Ratio (rounded up to the nearest whole cent), and all references in each such PhoneTel Warrant to PhoneTel shall be deemed to refer to Davel, where appropriate and (iv) Davel shall assume the obligations of PhoneTel under the PhoneTel Warrants. Parent shall comply with the The other terms of all such Company Stock Options each Adjusted PhoneTel Option and Warrants and use its best efforts to ensure, to the extent required byAdjusted PhoneTel Warrant, and subject to the provisions ofplans or agreements under which they were issued, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger if any, shall continue to so qualify after apply in accordance with their terms. The date of grant of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant shall be the Effective Time of date on which the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)corresponding PhoneTel Option or PhoneTel Warrant was granted.

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock Shares (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, ) and all outstanding warrants to purchase Company Common Stock the outstanding Shares (each, a "Company Warrant") then outstanding, in each case whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Company Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Company Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan Company's stock incentive plans and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Company Warrants on the terms set forth in this Section 2.03(b).2.3.2. 2.4

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of capital stock of the Company Common Stock that is then outstanding, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the stock option agreement by which such Company Option Planis evidenced. At the Effective Time, and all outstanding warrants rights with respect to purchase Company Common Stock under outstanding Company Options shall be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to have, and each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to, the same terms and conditions of to such options Company Option immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange RatioApplicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. It is the intention of the parties that the Company Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. As soon as is reasonably practicable following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole centOption. Parent shall comply file with the terms SEC, as soon as is reasonably practicable after the Closing, a registration statement on Form S-8 registering the exercise of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior Options assumed by Parent pursuant to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)1.6.

Stock Options and Warrants. (a) At the Effective Time of Time, the Merger, Company’s obligations with respect to each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the unvested Company Option Plan(and unexercised vested option, subject to the provisions of this Section 5.18) and all outstanding warrants unexercised Company Warrant (if amended in a manner reasonably acceptable to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger Parent) will be assumed by Parent, and Parent shall thereafter be obligated to issue Parent Common Stock upon exercise thereof. Each Company Stock Warrant shall be exercisable on the terms, and into the number of shares of the Parent Common Stock, as set forth in the Company Warrant as so amended. Each Company Option and Warrant so assumed by Parent under this Agreement will continue to have, and shall be subject to, to the same terms and conditions of such options set forth in Company’s Stock Option Plans as in effect immediately prior to the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each such Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded and rounding the resulting exercise price up to the nearest whole cent. Following the Effective Time, Parent shall comply with the terms will send to each holder of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the an assumed Company Option Plan and permitted under a written notice setting forth (i) the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery that are subject to such assumed Company Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of all such assumed Company Stock Option. In addition, if Parent has not filed a registration statement on Form S-8 registering the exercise of any Company Options assumed by Parent pursuant to this Section 5.18 prior to Closing, Parent shall file such registration statement with the SEC on the 90th day following the Closing (to the extent the exercise of such options is eligible to be registered using a Form S-8 registration statement). The “Exchange Ratio” shall be determined such that (a) the aggregate intrinsic value of the new Parent Options is not greater than the aggregate intrinsic value of the Company Options immediately prior to the assumption and (b) the ratio of the exercise price per option to market value per share is unchanged. The parties agree that Parent will permit holders of vested Company Options to elect, on an individual basis, to either exercise such Company Options and Warrants participate in the Merger or have those Company Options assumed, on the terms set forth same basis as the unvested Company Options, by the Parent, unless there are, in this Section 2.03(b)the sole judgment and discretion of Parent, significant tax, accounting or securities laws issues (including any requirement of registering on a Form other than S-8) with treating vested options identically to unvested options. The parties will make such determination on or before April 30, 2006.