Common use of Company Options and Warrants Clause in Contracts

Company Options and Warrants. (a) In the event that the Merger Shares are issued pursuant to Section 6.9(a) or 6.9(c) of this Agreement, each outstanding option to purchase Company Common Stock (a "Company Stock Option") granted under the Company's Stock Option Plans or pursuant to any other stock option agreement entered into by the Company with any employee or consultant of the Company, shall, in accordance with the terms of the Stock Option Plans or such other employee option agreement, become and be fully vested and exercisable at the exercise price and for the number of shares of Company Common Stock set forth in the respective Stock Option Agreements under which they were granted and any shares of Company Common Stock for which such Company Stock Options are exercised on the Effective Date shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if the certificates evidencing such Company Common Stock have not been issued by the Company, and at the Effective Time such shares of Company Common Stock shall be converted into Merger Shares in accordance with Section 2.3, subject to the provisions of Section 2.6(a) relating to fractional shares. If the Merger Shares are issued pursuant to Section 6.9(b) of this Agreement, then the Board of Directors of the Company, subject to the approval of Purchaser, shall make such other provisions with respect to the outstanding options as it may deem equitable. All Company Stock Options not exercised immediately prior to the Effective Time shall terminate at the Effective Time. (b) At the Effective Time, the Warrant expiring June 30, 2001 to purchase 300,000 shares of Company Common Stock at a purchase price of $.25 per share shall have been exercised (the "Aspen Warrant"), and each of the two Warrants expiring October 6, 2005 to purchase an aggregate of 56,000 shares of Company Common Stock at a purchase price of $3.75 per share (collectively, the "Warrants"), to the extent not otherwise exercised, shall be deemed assumed by Purchaser and deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrants prior to the Effective Time (including anti-dilution provisions), the number (rounded to the nearest whole number) of shares of Purchaser Common Stock as the holder of such Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Warrant in full immediately prior to the Effective Time, at a price per share equal to (x) the aggregate exercise price paid for the Company Common Stock otherwise purchasable pursuant to such Warrant divided by (y) the number of shares of Purchaser Common Stock deemed purchasable pursuant to such Warrant. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery pursuant to the terms set forth in this Section 2.5(b).

Company Options and Warrants. As of the close of business on November 3, 2006: (ai) In the event that the Merger Shares are issued pursuant to Section 6.9(a) or 6.9(c) 2,481,123 shares of this Agreement, each outstanding option to purchase Company Common Stock (a "are issuable upon the exercise of outstanding Company Stock Option") Options granted under the Company's ’s Amended and Restated 1999 Long-term Incentive Plan, Amended and Restated 1999 Non-Employees’ Stock Plan and 2005 Long-Term Incentive Plan (collectively, the “Company Stock Option Plans Plans”) or otherwise, (ii) the weighted average exercise price of such Company Options is $3.03 and 1,560,734 such Company Options are vested and exercisable, (iii) 1,284,998 shares of Company Common Stock are available for future grant under the Company Stock Option Plans, (iv) 0 shares of Company Common Stock are issuable pursuant to any Company Options that have been granted other stock option agreement entered into by than pursuant to the Company with any employee or consultant Stock Option Plans, and (v) 1,073,122 shares of Company Common Stock are issuable pursuant to outstanding Company Warrants. Section 3.2(b) of the CompanyCompany Disclosure Letter sets forth (A) a list of each outstanding Company Option and Company Warrant, shall(B) the particular Company Stock Option Plan (if any) pursuant to which any such Company Option was granted, in accordance with (C) the terms name of the Stock holder of each Company Option Plans or such other employee option agreementCompany Warrant, become and be fully vested and exercisable at the exercise price and for (D) the number of shares of Company Common Stock set forth in subject to each Company Option and Company Warrant, (E) the respective Stock exercise price of each Company Option Agreements under and Company Warrant, (F) the date of grant or issue for each Company Option and Company Warrant, (G) the applicable vesting schedule, if any, and the extent to which they were granted each Company Option and any Warrant is vested and exercisable as of the date hereof, (H) the date on which each Company Option and Company Warrant expires and (I) details regarding the acceleration of vesting, if any. All shares of Company Common Stock for which such subject to issuance under the Company Stock Options are exercised Option Plans and underlying Company Warrants, upon issuance on the Effective Date shall terms and conditions specified in the instruments pursuant to which they are issuable, would be deemed duly authorized, validly issued, fully paid and nonassessable. There are no commitments or agreements of any character to be issued and outstanding immediately prior which the Company is bound obligating the Company to accelerate the Effective Time, even if the certificates evidencing such vesting of any Company Common Stock have not been issued by the Company, and at the Effective Time such shares Option or Company Warrant as a result of Company Common Stock shall be converted into Merger Shares in accordance with Section 2.3, subject to the provisions of Section 2.6(a) relating to fractional shares. If the Merger Shares (whether alone or upon the occurrence of any additional or subsequent events). There are issued pursuant to Section 6.9(b) of this Agreementno outstanding or authorized stock appreciation, then the Board of Directors of the Companyphantom stock, subject to the approval of Purchaser, shall make such profit participation or other provisions similar rights with respect to the outstanding options as it may deem equitable. All Company Stock Options not exercised immediately prior to the Effective Time shall terminate at the Effective TimeCompany. (b) At the Effective Time, the Warrant expiring June 30, 2001 to purchase 300,000 shares of Company Common Stock at a purchase price of $.25 per share shall have been exercised (the "Aspen Warrant"), and each of the two Warrants expiring October 6, 2005 to purchase an aggregate of 56,000 shares of Company Common Stock at a purchase price of $3.75 per share (collectively, the "Warrants"), to the extent not otherwise exercised, shall be deemed assumed by Purchaser and deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrants prior to the Effective Time (including anti-dilution provisions), the number (rounded to the nearest whole number) of shares of Purchaser Common Stock as the holder of such Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Warrant in full immediately prior to the Effective Time, at a price per share equal to (x) the aggregate exercise price paid for the Company Common Stock otherwise purchasable pursuant to such Warrant divided by (y) the number of shares of Purchaser Common Stock deemed purchasable pursuant to such Warrant. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery pursuant to the terms set forth in this Section 2.5(b).

Company Options and Warrants. (a) In The Company has taken all steps necessary to terminate, effective at the event that Effective Time, the Merger Company Stock Option Plan, effective November 1, 2003 (the “Company Stock Option Plan”). All outstanding options to acquire Company Common Shares are issued (each, a “Company Option”), other than the Company Options terminated under the Inducement Agreements entered into pursuant to Section 6.9(a) or 6.9(c6.12(b) of this Agreement, each outstanding option to purchase Company Common Stock (a "Company Stock Option") granted under the Company's Stock Option Plans or shall, pursuant to any other stock option agreement entered into by the Company with any employee or consultant of the Company, shall, in accordance with the terms of the Company Stock Option Plans or such other employee option agreementPlan, become accelerate and be fully vested and exercisable at the exercise price and for the number in full as of shares of Company Common Stock set forth in the respective Stock Option Agreements under which they were granted and any shares of Company Common Stock for which such Company Stock Options are exercised on the Effective Date shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if the certificates evidencing such Company Common Stock have not been issued by the Company, and at the Effective Time such shares of Company Common Stock and shall be converted into Merger Shares in accordance with Section 2.3, subject to the provisions of Section 2.6(a) relating to fractional shares. If the Merger Shares are issued pursuant to Section 6.9(b) of this Agreement, then the Board of Directors of the Company, subject to the approval of Purchaser, shall make such other provisions with respect to the outstanding options as it may deem equitable. All Company Stock Options terminate if not exercised immediately prior to the Effective Time shall terminate at as of the Effective Time. (b) The Company shall take all action that may be necessary (under the Company Stock Option Plan and otherwise) to effectuate the provisions of this Section 2.7. (c) Concurrently with the execution of this Agreement, Xxxxxxxx Xxxx has entered into an irrevocable agreement whereby she has agreed, effective at the Effective Time, to terminate her outstanding Company Options to acquire 150,000 Company Common Shares in exchange for up to a maximum of 14,624 shares of Purchaser Common Stock, as calculated pursuant to her irrevocable agreement, to be issued at the Effective Time. At or prior to the Effective Time, the Warrant expiring June 30Company shall use its reasonable commercial efforts to cause Xxxxxx Xxxxxx to enter into an irrevocable agreement (the “Xxxxxx Agreement”) whereby he shall agree, 2001 effective at the Effective Time, to purchase 300,000 shares of terminate his outstanding Company Options to acquire 10,000 Company Common Stock at Shares in exchange for a purchase price maximum of $.25 per share shall have been exercised (the "Aspen Warrant"), and each of the two Warrants expiring October 6, 2005 up to purchase an aggregate of 56,000 shares of Company Common Stock at a purchase price of $3.75 per share (collectively, the "Warrants"), to the extent not otherwise exercised, shall be deemed assumed by Purchaser and deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrants prior to the Effective Time (including anti-dilution provisions), the number (rounded to the nearest whole number) of 974 shares of Purchaser Common Stock Stock, as the holder of such Warrants would have been entitled to receive calculated pursuant to the Merger had such holder exercised such Warrant Xxxxxx Agreement. (d) Concurrently with the execution of this Agreement, Vintage Enterprise Ltd. and Capco Trust Jersey Limited have entered into irrevocable agreements to exercise in full immediately prior to the Effective TimeClosing their warrants (collectively, at a price per share equal the “Warrants”) to (x) the purchase an aggregate exercise price paid for the of 240,000 shares of Company Common Stock otherwise purchasable pursuant Shares, acknowledging therein that they and ARC have confirmed that they have also received payment in full for all obligations owed to such Warrant divided any of them by (y) the number of shares of Purchaser Common Stock deemed purchasable pursuant to such Warrant. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery pursuant to the terms set forth in this Section 2.5(b)any Company Entity.

Company Options and Warrants. (a) In the event that the Merger Shares are issued pursuant to Section 6.9(a) or 6.9(c) As of this Agreement, each outstanding option to purchase Company Common Stock (a "Company Stock Option") granted under the Company's Stock Option Plans or pursuant to any other stock option agreement entered into by the Company with any employee or consultant of the Company, shall, in accordance with the terms of the Stock Option Plans or such other employee option agreement, become and be fully vested and exercisable at the exercise price and for the number of shares of Company Common Stock set forth in the respective Stock Option Agreements under which they were granted and any shares of Company Common Stock for which such Company Stock Options are exercised on the Effective Date shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if the certificates evidencing such all Company Common Stock have not been issued by Options and Warrants (as defined in Subsection 3.5(a) hereof), whether vested or unvested, including the Company’s 2000 Equity Compensation Plan (the “2000 Stock Plan”) and the Company’s 2004 Stock Option Plan (the “2004 Stock Plan”), and at insofar as they relate to options outstanding under such plans as of the Closing, shall be assumed by Parent. Immediately after the Effective Time such shares of Time, each Company Common Stock shall be converted into Merger Shares in accordance with Section 2.3, subject to the provisions of Section 2.6(a) relating to fractional shares. If the Merger Shares are issued pursuant to Section 6.9(b) of this Agreement, then the Board of Directors of the Company, subject to the approval of Purchaser, shall make such other provisions with respect to the Option and Warrant outstanding options as it may deem equitable. All Company Stock Options not exercised immediately prior to the Effective Time shall terminate at the Effective Time. (b) At the Effective Time, the Warrant expiring June 30, 2001 to purchase 300,000 shares of Company Common Stock at a purchase price of $.25 per share shall have been exercised (the "Aspen Warrant"), and each of the two Warrants expiring October 6, 2005 to purchase an aggregate of 56,000 shares of Company Common Stock at a purchase price of $3.75 per share (collectively, the "Warrants"), to the extent not otherwise exercised, shall be deemed assumed by Purchaser and deemed to constitute a warrant an option or warrant, as the case may be, to acquire, on the same terms and conditions as were applicable under such Warrants prior Company Option and Warrant at the Effective Time, such number of shares of Parent Common Stock as is equal to the Effective Time number of Company Shares subject to the unexercised portion of such Company Option and Warrant multiplied by 2.8877 (including anti-dilution provisions), the number (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) ). The exercise price per share of shares of Purchaser Common Stock as each such assumed Company Option and Warrant shall be equal to the holder exercise price of such Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Option and Warrant in full immediately prior to the Effective Time, at a price per share equal divided by 2.8877 (rounded up to (x) the aggregate exercise price paid for nearest whole cent). The term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and all of the other terms of the Company Common Stock Options and Warrants shall otherwise purchasable remain unchanged. (b) As soon as practicable after the Effective Time, Parent or the Surviving Company shall deliver to the holders of Company Options and Warrants appropriate notices setting forth such holders’ rights pursuant to such Warrant divided Company Options and Warrants, as the case may be, as amended by this Section 1.6 and the agreements evidencing such Company Options and Warrants shall continue in effect on the same terms and conditions (ysubject to the amendments provided for in this Section 1.6 and such notice). (c) the number of shares of Purchaser Common Stock deemed purchasable pursuant to such Warrant. Purchaser Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Parent Common Stock for delivery pursuant to upon exercise of the terms set forth Company Options and Warrants assumed in accordance with this Section 2.5(b)1.6.