Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. (a) At the Effective Time, each Company Stock Option, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Parent stock option in accordance with the foregoing. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option to which Section 422 of the Code applies (“Incentive Stock Options”), Parent shall comply with the terms of the Company Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective Time.

Stock Options and Warrants. (a) At the Effective Time, each Company Stock Optionoutstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under such Company Stock the Target Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Acquiror Common Stock as the holder of such Company Stock Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Target Common Stock otherwise purchasable pursuant to such Company Stock Target Option divided by (ii) the number of full shares of Parent Acquiror Common Stock deemed purchasable pursuant to such Parent stock option Acquiror Option in accordance with the foregoing. As soon as practicable after the Effective Time; PROVIDED, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant theretoHOWEVER, and the grants shall continue that, in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Target Option to which Section 422 of the Code applies (“Incentive Stock Options”"INCENTIVE STOCK OPTIONS"), Parent 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(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Company Target Option Plan to ensure, to and the extent required by, related stock option agreements and subject to stock purchase agreements entered into under the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective TimeTarget Option Plan.

Stock Options and Warrants. (a) At the Effective Time, each option to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1998 Stock Option Plan or other agreement or arrangement, whether vested or unvested, and outstanding as of the Effective Time shall be assumed by Parentconverted as of the Effective Time into options to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. Accordingly, each All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "Company Plans." Each Company Stock) the option price, Option shall be deemed the number of shares to constitute an option purchasable pursuant to acquire, on acquire a number of to such option and shares of Parent Common the same terms and Stock equal to the conditions of number of Common Shares exercise of such that the holder of such option shall be Company Stock Option adjusted as were applicable under necessary would have been in order to comply entitled to receive with Section 424(a) pursuant to the Merger of the Code. had such holder exercised such Company Stock Option, a number of shares of Parent Preferred Stockwhether or not vested, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), share) at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock Shares otherwise purchasable pursuant to such Company Stock Option divided by (ii) the product of (A) the number of full shares of Parent Common Stock deemed Shares otherwise purchasable pursuant to such Parent stock option in accordance with the foregoing. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing Option, multiplied by (B) the foregoing assumption and setting forth such participants’ rights pursuant theretoExchange Ratio; provided, and the grants shall continue however, that in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code applies (“Incentive Stock Options”)"incentive stock options" or "ISOs") the option price, Parent the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be adjusted as necessary in order to comply with the terms Section 424(a) of the Company Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective TimeCode.

Stock Options and Warrants. (a) At the Effective Time, NSC's obligations with respect to each Company outstanding option to purchase shares of NSC Common Stock Option("NSC Options") under NSC's Stock Option Plan, whether vested or unvested, shall will be assumed by ParentAzurel. Accordingly, each Company Stock Each NSC Option so assumed by Azurel under this Agreement shall be deemed subject to constitute an option to acquire, on the same terms and conditions set forth in NSC's Stock Option Plan as were applicable under in effect immediately prior to the Effective Time, and (i) such Company Stock Option, a NSC Option will be exercisable for that number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, Common Stock equal to the holder product of the option would receive the same number of shares of Parent NSC Common Stock as the holder of that were purchasable under such Company Stock NSC Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (multiplied by the Exchange Ratio, rounded down to the nearest whole number)number of shares of Common Stock, at a price and (ii) the per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant issuable. upon exercise of such assumed NSC Option will be equal to the quotient determined by dividing the exercise price per share of NSC Common Stock at which such NSC Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the, nearest whole cent. Following the Effective Time, Azurel will send to each holder of an assumed NSC Option a written notice setting forth (i) the number of shares of Common Stock that are subject to such Company Stock Option divided by assumed NSC Option, and (ii) the number exercise price per share of full shares of Parent Common Stock deemed purchasable issuable upon exercise of such assumed NSC Option.. In addition, Azurel shall file with the SEC, no, later than coincident with the effectiveness of the a registration statement on Form S-8 registering the exercise of any NSC Options assumed by Azurel pursuant to such Parent stock option in accordance with the foregoingthis. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement Section 6.5 (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option to which Section 422 of the Code applies (“Incentive Stock Options”), Parent shall comply with the terms of the Company Option Plan to ensure, to the extent required by, and subject the exercise of such options is eligible to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective Timebe registered using a Form S-8 registration statement).

Stock Options and Warrants. (a) At the Effective Time, each Company Stock outstanding Option, whether vested or unvestednot exercisable, shall will be assumed by ParentPurchaser. AccordinglyEach Option so assumed by Purchaser under this Agreement will continue to have, each Company Stock Option shall and be deemed to constitute an option to acquiresubject to, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option set forth in full including as to unvested shares, Ventures' 1996 Equity Incentive Plan immediately prior to the Effective Time and the stock option agreement by which it is evidenced, except that (1) each Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Purchaser Common Stock (including Escrow Shares, if applicable) into which the shares of Ventures Common Stock subject to such option would have been converted pursuant to Section 1.6(a) if such option had been exercised in its entirety immediately prior to the Effective Time, rounded down to the nearest whole number)share of Purchaser Common Stock, at a price and (2) the per share exercise price for the shares of Purchaser Common Stock issuable upon exercise of such Option will be equal to the quotient determined by dividing (rounded A) the aggregate exercise price of such option, less any cash in lieu of a fractional share to which the holder of the Option would have been entitled had such Option been exercised immediately prior to the Effective Time, by (B) the number of shares of Purchaser Common Stock issuable upon exercise of such Option pursuant to clause (1) above, and rounding the resulting exercise price up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Parent stock option in accordance with the foregoing. As soon as practicable after following the Effective Time, Parent shall deliver Purchaser will issue to the holders each holder of Company Stock Options appropriate an Option a notice evidencing describing the foregoing assumption and setting forth of such participants’ rights pursuant thereto, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required Option by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option to which Section 422 of the Code applies (“Incentive Stock Options”), Parent shall comply with the terms of the Company Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective TimePurchaser.

Stock Options and Warrants. (a) At the Effective Time, each Company Stock Optionoutstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under such Company Stock the Target Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Acquiror Common Stock as the holder of such Company Stock Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Target Common Stock otherwise purchasable pursuant to such Company Stock Target Option divided by (ii) the number of full shares of Parent Acquiror Common Stock deemed purchasable pursuant to such Parent stock option Acquiror Option in accordance with the foregoing. As soon as practicable after the Effective Time; provided, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant theretohowever, and the grants shall continue that, in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Target Option to which Section 422 of the Code applies (“Incentive Stock Options”"INCENTIVE STOCK OPTIONS"), Parent 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(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Company Target Option Plan to ensure, to and the extent required by, related stock option agreements and subject to stock purchase agreements entered into under the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective TimeTarget Option Plan.

Stock Options and Warrants. (a) At the Effective Time, each Company Stock Optionoutstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as were applicable under such Company Stock the Target Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Acquiror Common Stock as the holder of such Company Stock Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Target Common Stock otherwise purchasable pursuant to such Company Stock Target Option divided by (ii) the number of full shares of Parent Acquiror Common Stock deemed purchasable pursuant to such Parent stock option Acquiror Option in accordance with the foregoing. As soon as practicable after the Effective Time; provided, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant theretohowever, and the grants shall continue that, -------- ------- in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Target Option to which Section 422 of the Code applies (“Incentive Stock Options”"INCENTIVE STOCK OPTIONS"), Parent 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(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Company Target Option Plan to ensure, to and the extent required by, related stock option agreements and subject to stock purchase agreements entered into under the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective TimeTarget Option Plan.

Stock Options and Warrants. (a) At the Effective Time, each Company Stock Optionoutstanding option granted to employees or individual consultants of Target under the Target Option Plan ("Target Options"), whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be Acquiror and deemed to constitute an option (an "Acquiror Option") to acquire, on the same terms and conditions as were applicable under such Company Stock the Target Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive the same number of shares of Parent Acquiror Common Stock as the holder of such Company Stock Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Target Common Stock otherwise purchasable pursuant to such Company Stock Target Option divided by (ii) the number of full shares of Parent Acquiror Common Stock deemed purchasable pursuant to such Parent stock option Acquiror Option in accordance with the foregoing. As soon as practicable after the Effective Time; provided, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant theretohowever, and the grants shall continue that, -------- ------- in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Target Option to which Section 422 of the Code applies (“Incentive Stock Options”"incentive stock options"), Parent 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 the terms Section 424(a) of the Company Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective TimeCode.

Stock Options and Warrants. (a) At the Effective Time, each Company Stock Optionoutstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by Parent. Accordingly, each Company Stock Option shall be HearMe and deemed to constitute an option (an "HEARME OPTION") to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Preferred Stock, such that upon conversion of such Parent Preferred Stock, the holder of the option would receive acquire the same number of shares of Parent HearMe Common Stock as the holder of such Company Stock Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time Time, and the Cash Component been zero (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Target Common Stock otherwise purchasable pursuant to such Company Stock Target Option divided by (ii) the number of full shares of Parent HearMe Common Stock deemed purchasable pursuant to such Parent stock option HearMe Option in accordance with the foregoing. As soon as practicable after the Effective Time; PROVIDED, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant theretoHOWEVER, and the grants shall continue that, in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Target Option to which Section 422 of the Code applies (“Incentive Stock Options”"INCENTIVE STOCK OPTIONS"), Parent 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(a) of the Code. In connection with the assumption by HearMe of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to HearMe, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Company Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan. The vesting schedule of the Target Options shall not accelerate, and if necessary, Target shall amend the Target Option Plan to ensureprovide that such schedule will not accelerate, to as a result of the extent required byMerger, and subject to the provisions ofPROVIDED, such planHOWEVER, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after all options held by non-employee advisors shall vest in full at the Effective Time.