Common use of Assumption of Options and Warrants Clause in Contracts

Assumption of Options and Warrants. (a) As of the Effective Time, Parent shall assume each option to purchase shares of Company Common Stock ("Company Options") outstanding at the Effective Time under the Company's 1992 Subordinated Stock Option Plan, 1994 Replacement Stock Option Plan and 1994A Stock Option Plan (the "Plans") and each Company Option shall thereafter be exercisable for a number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio. The exercise price per share of Parent Company Shares for such Company Options shall be the exercise price per share under such Company Option divided by the Exchange Ratio, rounded to the nearest $.01, all in accordance with Section 425(a) of the Code and the regulations promulgated thereunder, without regard to whether the Company Option qualifies as an incentive stock option with the meaning of Section 422A of the Code, although an assumed Company Option is intended to be an incentive stock option if the Company Option so qualifies. At the Effective Time, Parent shall also assume all of the Company's obligations under the Plans. Parent shall take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Shares for issuance upon exercise of all such Company Options and shall prepare and file with the SEC as promptly as practical after the Effective Time the appropriate registration statements relating to the issuance of such shares upon exercise of such options and maintain the effectiveness of such registration statements. (b) As of the Effective Time, Parent shall assume each of the outstanding warrants to purchase an aggregate of 4,521,558 shares of Company Common Stock outstanding at the Effective Time (the "Company Warrants"), and each Company Warrant shall entitle the holder thereof to purchase the number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and the exercise price per share of Parent Company Shares pursuant to such Company Warrant shall be the exercise price per Company Common Share under such Company Warrant divided by the Exchange Ratio, rounded to the nearest $.01. Parent will take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Stock for issuance upon exercise of such Company Warrants. At the Effective Time, Parent shall assume all of the Company's obligations A-4 (c) As of the Effective Time, Parent shall assume the options to purchase an aggregate of 30,600 shares of Company Common Stock issued in favor of Xx. Xxxxx X.

Assumption of Options and Warrants. (a) As of At the Effective Time, Parent shall assume the ---------------------------------- Target Stock Option Plan and each outstanding option to purchase shares of Company Target Common Stock ("Company Options") outstanding at the Effective Time under the Company's 1992 Subordinated Target Stock Option Plan, 1994 Replacement whether vested or unvested, will be assumed by Acquiror. Schedule 5.12 hereto sets forth a true ------------- and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plan and 1994A Stock Option Plan (the "Plans") and each Company Option shall thereafter be exercisable for a number of shares of Parent Common Shares equal to including the number of shares of Company Common Target Capital Stock subject to each such Company option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, Target shall deliver to Acquiror an updated Schedule 5.12 hereto current as of ------------- such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan and the applicable stock option agreement immediately prior to the Effective Time, except that (i) such option will be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Common Exchange Ratio. The Ratio and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such assumed option will be equal to the quotient determined by dividing the exercise price per share of Parent Company Shares for such Company Options shall be the exercise price per share under such Company Option divided by the Exchange Ratio, rounded to the nearest $.01, all in accordance with Section 425(a) of the Code and the regulations promulgated thereunder, without regard to whether the Company Option qualifies as an incentive stock option with the meaning of Section 422A of the Code, although an assumed Company Option is intended to be an incentive stock option if the Company Option so qualifies. At the Effective Time, Parent shall also assume all of the Company's obligations under the Plans. Parent shall take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Shares for issuance upon exercise of all such Company Options and shall prepare and file with the SEC as promptly as practical after the Effective Time the appropriate registration statements relating to the issuance of such shares upon exercise of such options and maintain the effectiveness of such registration statements. (b) As of the Effective Time, Parent shall assume each of the outstanding warrants to purchase an aggregate of 4,521,558 shares of Company Target Common Stock outstanding at the Effective Time (the "Company Warrants"), and each Company Warrant shall entitle the holder thereof to purchase the number of shares of Parent Common Shares equal to the number of shares of Company Common Stock subject to which such Company Warrant option was exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio and the exercise price per share of Parent Company Shares pursuant to such Company Warrant shall be the exercise price per Company Common Share under such Company Warrant divided by the Exchange Ratio, rounded up to the nearest $.01whole cent. Parent Consistent with the terms of the Target Stock Option Plan and the documents governing the outstanding options under such Plan, the Merger will take all corporate and other action necessary to reserve and make available sufficient shares not terminate any of Parent Common the outstanding options under the Target Stock for issuance upon exercise of such Company WarrantsOption Plan. At Within 20 business days after the Effective Time, Parent shall assume all Acquiror will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Target Stock Option Plan or warrant a document in form and substance satisfactory to Target evidencing the foregoing assumption of such option by Acquiror and the assumption of the Company's obligations A-4 warrants by Acquiror. Following the consummation of its initial public offering Acquiror agrees to file (cand thereafter keep effective) As at the time it files its first Form S-8 Registration Statement an S-8 Registration Statement covering the sale of the Effective Time, Parent shall assume the options to purchase an aggregate of 30,600 shares of Company Common Stock issued in favor of Xx. Xxxxx X.underlying such options.

Assumption of Options and Warrants. (a) As of At the Effective Time, Parent shall assume each option all outstanding and unexercised portions of all options to purchase shares of Company Imgis Common Stock ("Company Options") outstanding at the Effective Time under the Company's 1992 Subordinated Imgis 1997 Stock Option Plan, 1994 Replacement Plan or under the StarPoint 1996 Stock Option Plan and 1994A Stock Option Plan (the "PlansEXISTING PLANS") ), and each Company Option all other outstanding options to purchase Imgis Common Stock, shall thereafter be exercisable for a assumed by AdForce and become options to purchase the same number of shares of Parent AdForce Common Shares equal Stock at the same exercise price per share but otherwise shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE"), if applicable, and all other material terms and conditions (including but not limited to the terms and conditions applicable to such options by virtue of the Existing Plans). Continuous employment with Imgis will be credited to an optionee for purposes of determining the vesting of the number of shares of Company AdForce Common Stock subject to such Company Option immediately prior to exercise under an assumed Imgis option at the Effective Time multiplied by the Exchange Ratio. The exercise price per share of Parent Company Shares for such Company Options shall be the exercise price per share under such Company Option divided by the Exchange Ratio, rounded to the nearest $.01, all in accordance with Section 425(a) of the Code and the regulations promulgated thereunder, without regard to whether the Company Option qualifies as an incentive stock option with the meaning of Section 422A of the Code, although an assumed Company Option is intended to be an incentive stock option if the Company Option so qualifiesTime. At the Effective Time, Parent AdForce shall also adopt and assume all of the Company's obligations under the Existing Plans. Parent shall take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Shares for issuance upon exercise of all such Company Options and shall prepare and file with the SEC as promptly as practical after the Effective Time the appropriate registration statements relating to the issuance of such shares upon exercise of such options and maintain the effectiveness of such registration statements. (b) As of Additionally, at the Effective Time, Parent shall assume each all outstanding and unexercised portions of the outstanding (i) all warrants to purchase an aggregate of 4,521,558 shares of Company or acquire Imgis Common Stock outstanding at the Effective Time (the "Company Warrants"), shall be assumed by AdForce and each Company Warrant shall entitle the holder thereof become warrants to purchase or acquire the same number of shares of Parent AdForce Common Shares equal Stock, (ii) all warrants to purchase or acquire Imgis Series A Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the same number of shares of Company Common AdForce Series A Preferred Stock, (iii) all warrants to purchase or acquire Imgis Series B1 Preferred Stock subject shall be assumed by AdForce and become warrants to such Company Warrant immediately prior purchase or acquire the same number of shares of AdForce Series B Preferred Stock, (iv) all warrants to purchase or acquire Imgis Series C Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the Effective Time multiplied same number of shares of AdForce Series C Preferred Stock, (v) all warrants to purchase or acquire Imgis Series D Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the Exchange Ratio same number of shares of AdForce Series D Preferred Stock, (vi) all warrants to purchase or acquire Imgis Series E Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the same number of shares of AdForce Series E Preferred Stock, in each case at the same exercise price per share of Parent Company Shares pursuant to such Company Warrant shall be but otherwise with the exercise price per Company Common Share under such Company Warrant divided by the Exchange Ratiosame term, rounded to the nearest $.01. Parent will take exercisability, and all corporate other material terms and other action necessary to reserve and make available sufficient shares of Parent Common Stock for issuance upon exercise of such Company Warrants. At the Effective Time, Parent shall assume all of the Company's obligations A-4 (c) As of the Effective Time, Parent shall assume the options to purchase an aggregate of 30,600 shares of Company Common Stock issued in favor of Xx. Xxxxx X.conditions.

Assumption of Options and Warrants. (a) As of At the Effective Time, Parent shall assume each option all outstanding and unexercised portions of all options to purchase shares of Company Imgis Common Stock ("Company Options") outstanding at the Effective Time under the Company's 1992 Subordinated Imgis 1997 Stock Option Plan, 1994 Replacement Stock Option Plan and 1994A the StarPoint 1996 Stock Option Plan (the "PlansEXISTING PLANS") ), and each Company Option all other outstanding options to purchase Imgis Common Stock, shall thereafter be exercisable for a assumed by AdForce and become options to purchase the same number of shares of Parent AdForce Common Shares equal Stock at the same exercise price per share but otherwise shall, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE"), if applicable, and all other material terms and conditions (including but not limited to the terms and conditions applicable to such options by virtue of the Existing Plans). Continuous employment with Imgis will be credited to an optionee for purposes of determining the vesting of the number of shares of Company AdForce Common Stock subject to such Company Option immediately prior to exercise under an assumed Imgis option at the Effective Time multiplied by the Exchange Ratio. The exercise price per share of Parent Company Shares for such Company Options shall be the exercise price per share under such Company Option divided by the Exchange Ratio, rounded to the nearest $.01, all in accordance with Section 425(a) of the Code and the regulations promulgated thereunder, without regard to whether the Company Option qualifies as an incentive stock option with the meaning of Section 422A of the Code, although an assumed Company Option is intended to be an incentive stock option if the Company Option so qualifiesTime. At the Effective Time, Parent AdForce shall also adopt and assume all of the Company's obligations under the Existing Plans. Parent shall take all corporate and other action necessary to reserve and make available sufficient shares of Parent Common Shares for issuance upon exercise of all such Company Options and shall prepare and file with the SEC as promptly as practical after the Effective Time the appropriate registration statements relating to the issuance of such shares upon exercise of such options and maintain the effectiveness of such registration statements. (b) As of Additionally, at the Effective Time, Parent shall assume each all outstanding and unexercised portions of the outstanding (i) all warrants to purchase an aggregate of 4,521,558 shares of Company or acquire Imgis Common Stock outstanding at the Effective Time (the "Company Warrants"), shall be assumed by AdForce and each Company Warrant shall entitle the holder thereof become warrants to purchase or acquire the same number of shares of Parent AdForce Common Shares equal Stock, (ii) all warrants to purchase or acquire Imgis Series A Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the same number of shares of Company Common AdForce Series A Preferred Stock, (iii) all warrants to purchase or acquire Imgis Series B1 Preferred Stock subject shall be assumed by AdForce and become warrants to such Company Warrant immediately prior purchase or acquire the same number of shares of AdForce Series B Preferred Stock, (iv) all warrants to purchase or acquire Imgis Series C Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the Effective Time multiplied same number of shares of AdForce Series C Preferred Stock, (v) all warrants to purchase or acquire Imgis Series D Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the Exchange Ratio same number of shares of AdForce Series D Preferred Stock, (vi) all warrants to purchase or acquire Imgis Series E Preferred Stock shall be assumed by AdForce and become warrants to purchase or acquire the same number of shares of AdForce Series E Preferred Stock, in each case at the same exercise price per share of Parent Company Shares pursuant to such Company Warrant shall be but otherwise with the exercise price per Company Common Share under such Company Warrant divided by the Exchange Ratiosame term, rounded to the nearest $.01. Parent will take exercisability, and all corporate other material terms and other action necessary to reserve and make available sufficient shares of Parent Common Stock for issuance upon exercise of such Company Warrants. At the Effective Time, Parent shall assume all of the Company's obligations A-4 (c) As of the Effective Time, Parent shall assume the options to purchase an aggregate of 30,600 shares of Company Common Stock issued in favor of Xx. Xxxxx X.conditions.