Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior to As of the ClosingEffective Time, each all outstanding option Company Options ("Target Options"as defined below) exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock that remain unexercised, whether vested or not vestedunvested, shall immediately become vested in full be canceled and either exercised exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) under the Parent Equity Plan (as defined below) without further action by the holder thereof prior thereof. Each Parent Option shall constitute an option to Closing or be deemed assumed by Parent. In acquire such number of shares of Parent Common Stock as is equal to the event that any Target Options and Target Warrants are exercised number of shares of Company Common Stock subject to the unexercised portion of the Company Option multiplied by the holder thereof prior to or simultaneous with the Closing, all shares of Target Applicable Conversion Ratio for Company Common Stock issued upon exercise thereof shall (with any fraction resulting from such multiplication to be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded up or down to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number (unless such Company Option provides for different treatment of fractions of a share in such circumstances, in which case the terms of such Company Option pertaining to the treatment of a fraction of a cent shall control)). The exercise price per share of each Parent Option shall be equal to the exercise price of the Company Option prior to conversion divided by the Applicable Conversion Ratio (rounded up or down to the nearest whole cent, and with $0.005 rounded upward to the nearest whole cent (unless such Company Option provides for different treatment of fractions of a cent in such circumstance, in which case the terms of such Company Option pertaining to the treatment of a fraction of a cent shall control)), and the vesting schedule shall be the same as that of the Company Option that is exchanged for the Parent Option. (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions (i) to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled but shall entitle the holder to exchange the Options for Parent Options in the Parent, and (ii) to issue in lieu thereof new Parent Options pursuant to Section 1.8(a), including the delivery by the Parent to such holders of new option agreements. (c) As of the Effective Time, all outstanding Company Warrants (as defined below) that remain unexercised shall terminate as of the Effective Date, and the Parent shall issue new warrants (the “Parent Warrants”) in substitution for the Company Warrants, on substantially the same terms and conditions of the Company Warrants, but representing the right to acquire such number of shares of Parent Common Stock determined by multiplying (x) as is equal to the number of shares of Target Company Common Stock or Company Preferred Stock, as the case may be, subject to the unexercised portion of the Company Warrant multiplied by the Applicable Conversion Ratio for the class or series of Company Stock for which such Target Option Company Warrant is exercisable (with any fraction resulting from such multiplication to be rounded up or Target Warrant immediately prior down to the Effective Timenearest whole number, by and with 0.5 shares rounded upward to the nearest whole number (y) unless such Company Warrant provides for different treatment of fractions of a share in such circumstance, in which case the Exchange Ratio; and (ii) terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control)). The exercise price per share of each Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount equal to the exercise price of the Warrant prior to substitution divided by the Applicable Conversion Ratio (rounded down to the nearest one-hundredth whole cent, and with $0.005 rounded upward to the nearest whole cent (unless such Company Warrant provides for different treatment of fractions of a cent) equal to (x) cent in such circumstance, in which case the exercise price per share terms of Target Common Stock subject to such Target Option or Target Company Warrant prior pertaining to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as treatment of and after the Effective Time, each Target Option and Target Warrant then outstanding a fraction of a cent shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Companycontrol), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target (i) the Parent Options to be issued for the Company Options and Target (ii) the Parent Warrants Notes after to be issued for the Effective TimeCompany Warrants, in accordance with this Section 1.8.

Options and Warrants. (a) Immediately At the Effective Time, Sensec shall assume Sentech's rights and obligations under each of the outstanding stock options previously granted by Sentech to certain of its employees, directors and consultants that are outstanding immediately prior to the Closing, Effective Time (each outstanding such stock option (existing immediately prior to the Effective Time is referred to herein as an "Target Options") exercisable into shares of Target Common Stock Existing Sentech Option" and each warrant (such assumed stock option existing immediately after the Effective Time is referred to herein as an "Target WarrantsAssumed Sentech Option") exercisable into shares of Target Common Stock whether vested or not vested). Under each Assumed Sentech Option, the optionee shall immediately become vested in full and either exercised by have the holder thereof prior right to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closingreceive from Sensec, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) the terms and subject to the conditions of the Existing Sentech Option, the Sentech Merger Agreement. (b) At and after Consideration that such optionee would have been entitled to receive had the Effective Time: (i) each Target optionee exercised his or her Existing Sentech Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Sentech Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 3.7(a), the Assumed Sentech Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Sentech Option; provided, however, that the terms of such Existing Sentech Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Sentech Options as a result of the Merger. Each Assumed Sentech Option shall constitute a continuation of the Existing Sentech Option, substituting Sensec for Sentech and, in the case of employees, employment by (yan Sensec Company for employment by an Sentech Company. Notwithstanding the foregoing, the terms of any Assumed Sentech Option shall be such that the substitution of the Assumed Sentech Option for the Existing Sentech Option would not constitute a modification of the Existing Sentech Option within the meaning of Section 424(h)(3) of the Exchange Ratio; andCode and the Regulations promulgated thereunder. (iib) If and to the exercise price per share extent required by the terms of Parent Common Stock subject the plans governing the Existing Sentech Options or pursuant to the terms of any Target Existing Sentech Option or Target granted thereunder, Sentech shall use reasonable efforts to obtain the consent of each holder of outstanding Existing Sentech Options to the treatment of the Existing Options provided in Section 3.7(a). (c) Each Sentech Warrant at and after that is outstanding immediately prior to the Effective Time shall be an amount (rounded down and that does not expire at the Effective Time by the terms thereof shall, by virtue of the Merger and pursuant to the nearest one-hundredth terms of the Sentech Warrant or with the consent of the majority of the holders thereof, be converted into and exchanged for a cent) equal to (x) Sensec Warrant exercisable for the exercise price per Conversion Number of Sensec Shares for each share of Target Sentech Common Stock subject to such Target Option or Target for which the Sentech Warrant is exercisable immediately prior to the Effective Time, divided by (y) at an exercise price per Sensec Share that has been adjusted in accordance with the Exchange Ratio. (c) Other than terms of the Sentech Warrant converted hereunder as a result of the Merger. Except as provided in subsections (a) this Section 3.7(c), the Sensec Warrants shall have the terms and (b) above, as conditions of and after the Sentech Warrants converted hereunder. At the Effective Time, each Target Option and Target Warrant then outstanding the Sensec/Sentech Parties shall be subject make available to any holders of Sentech Warrants converted hereunder a new warrant evidencing the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)Sensec Warrant. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately At the Effective Time, Sensec shall assume Ensec's rights and obligations under each of the outstanding stock options previously granted by Ensec to certain of its employees, directors and consultants that are outstanding immediately prior to the Closing, Effective Time (each outstanding such stock option (existing immediately prior to the Effective Time is referred to herein as an "Target Options") exercisable into shares of Target Common Stock Existing Ensec Option" and each warrant (such assumed stock option existing immediately after the Effective Time is referred to herein as an "Target WarrantsAssumed Ensec Option") exercisable into shares of Target Common Stock whether vested or not vested). Under each Assumed Ensec Option, the optionee shall immediately become vested in full and either exercised by have the holder thereof prior right to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closingreceive from Sensec, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Agreement. (b) At and after Consideration that such optionee would have been entitled to receive had the Effective Time: (i) each Target optionee exercised his or her Existing Ensec Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec for Ensec and, in the case of employees, employment by (yan Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Exchange Ratio; andCode and the Regulations promulgated thereunder. (iib) If and to the exercise price per share extent required by the terms of Parent Common Stock subject the plans governing the Existing Ensec Options or pursuant to the terms of any Target Existing Ensec Option or Target granted thereunder, Ensec shall use reasonable efforts to obtain the consent of each holder of outstanding Existing Ensec Options to the treatment of the Existing Ensec Options provided in Section 2.7(a). (c) Each Ensec Warrant at and after that is outstanding immediately prior to the Effective Time shall be an amount (rounded down and that does not expire at the Effective Time by the terms thereof shall, by virtue of the Merger and pursuant to the nearest one-hundredth terms of the Ensec Warrant or with the consent of the majority of the holders thereof, be converted into and exchanged for a cent) equal to (x) Sensec Warrant exercisable for the exercise price per Conversion Number of Sensec Shares for each share of Target Ensec Common Stock subject to such Target Option or Target for which the Ensec Warrant is exercisable immediately prior to the Effective Time, divided by (y) at an exercise price per Sensec Share that has been adjusted in accordance with the Exchange Ratio. (c) Other than terms of the Ensec Warrant converted hereunder as a result of the Merger. Except as provided in subsections (a) this Section 2.7(c), the Sensec Warrants shall have the terms and (b) above, as conditions of and after the Ensec Warrants converted hereunder. At the Effective Time, each Target Option and Target Warrant then outstanding the Sensec/Ensec Parties shall be subject make available to any holders of Ensec Warrants converted hereunder a new warrant evidencing the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)Sensec Warrant. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (ai) Immediately prior to RSI will take all action necessary such that, at the ClosingEffective Time, each outstanding option ("Target Options") exercisable into granted by RSI to purchase shares of Target RSI Common Stock which is outstanding and exercisable immediately prior thereto shall cease to represent a right to acquire shares of RSI Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares an option to purchase shares of JPFI Common Stock in accordance with Section 1.2(a)(iii) an amount and at an exercise price determined as provided below (and otherwise, in the case of options, subject to the terms of the Merger Agreement.RSI Stock Plans (as defined in Section 3.1(c)) and the agreements evidencing grants thereunder) (the "Assumed Options"): (b1) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the The number (rounded down to the nearest whole number) of shares of Parent JPFI Common Stock determined by multiplying (x) to be subject to the new option shall be equal to the product of the number of shares of Target RSI Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of JPFI Common Stock resulting from such Target Option or Target multiplication shall be rounded to the nearest whole share; and (2) The exercise price per share of JPFI Common Stock under the new option shall be equal to the exercise price per share of RSI Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. (ii) The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. The duration and other terms of the new options shall be the same as the original options except that all references to RSI shall be deemed to be references to JPFI. (iii) At the Effective Time, the warrants, dated May 17, 1996, between RSI and each of Teachers Insurance and Annuity Association of America, the Nippon Credit Bank, Ltd. and Dresdner Bank AG (each, an "Assumed Warrant") shall be assumed by JPFI and shall constitute a warrant to acquire, otherwise on the same terms and conditions as were applicable under such Assumed Warrant, a number of shares of JPFI Common Stock equal to the number of JPFI Common Shares that a holder of such Assumed Warrant would have received in the Merger if such holder had exercised such Assumed Warrant for shares of RSI Common Stock immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise at a price per share equal to the aggregate exercise price for the shares of Parent RSI Common Stock subject to any Target Option or Target thereto divided by the number of JPFI Common Shares that a holder of such Assumed Warrant at and after would have received in the Effective Time shall be an amount (rounded down to the nearest one-hundredth Merger if such holder had exercised such Assumed Warrant for shares of a cent) equal to (x) the exercise price per share of Target RSI Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio. (civ) Other than As soon as provided in subsections (a) and (b) above, as of and after practicable following the Effective Time, each Target Option JPFI shall deliver, upon due surrender of the Assumed Options and Target Warrant then outstanding shall be subject Assumed Warrants, to holders of Assumed Options and Assumed Warrants appropriate option and warrant agreements representing the right to acquire JPFI Common Stock on the same terms and conditions as contained in effect immediately prior the Assumed Options and Assumed Warrants (except as otherwise set forth in this Section 2.1(e)). Except as expressly contemplated herein, JPFI shall comply with the terms of the RSI Stock Plans as they apply to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent Assumed Options. JPFI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent JPFI Common Stock for delivery upon exercise of Target the Assumed Options and Target Assumed Warrants Notes after in accordance with this Section 2.1(e). JPFI shall file a registration statement on Form S-8 (or any successor form) or on another appropriate form, effective as of, or reasonably promptly following, the Effective Time, with respect to JPFI Common Stock subject to the Assumed Options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Assumed Options remain outstanding and exercisable. With respect to those individuals who, subsequent to the Effective Time, will be subject to the reporting requirements of Section 16 of the Exchange Act, JPFI shall administer the Hudston Stock Plans, where applicable, in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

Options and Warrants. (a) Immediately prior to At the ClosingEffective Time, each Option which is outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock at the Effective Time, whether vested or not vestedexercisable, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into and become rights with respect to Parent Shares Common Stock, and Parent shall assume each Option, in accordance with Section 1.2(a)(iii) the terms of the Merger Agreement. (b) At Company Stock Plan and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined stock option agreement by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Timewhich it is evidenced, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of except that from and after the Effective Time, each Target Option (i) Parent and Target Warrant then outstanding its Board of Directors shall be subject to substituted for the same terms Company and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company’s Board of Directors administering such Company Stock Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), but giving effect to (iii) the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery subject to such Option shall be equal to the number of Common Shares subject to such Option immediately prior to the Effective Time multiplied by 1.54448 (the “Exchange Ratio”), and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent shall not be obligated to issue any fraction of a share of Parent Common Stock upon exercise of Target Options and Target Warrants Notes any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Option shall represent the right to receive a cash payment upon exercise of such converted Option equal to the product of such fraction and the difference between the market value of one share of Parent Common Stock at the time of exercise of such converted Option and the per share exercise price of such converted Option. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 5.15(a), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and (2) each Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(a). Anything in this Agreement to the contrary notwithstanding, Parent shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 5.15(a) to a former holder of a Option who has not delivered such consent or contract or agreement. (b) At the Effective Time, each Warrant which is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Warrant, in accordance with its terms, except that from and after the Effective Time, (i) each Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Warrant), (ii) the number of shares of Parent Common Stock subject to such Warrant shall be equal to the number of Common Shares subject to such Warrant immediately prior to the Effective Time multiplied the Exchange Ratio, and (iii) the per share exercise price under each such Warrant shall be adjusted by dividing the per share exercise price under each such Warrant by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (ii) of the preceding sentence, Parent shall not be obligated to issue any fraction of a share of Parent Common Stock upon exercise of Warrants and any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Warrant shall represent the right to receive a cash payment upon exercise of such converted Warrant equal to the product of such fraction and the difference between the market value of one share of Parent Common Stock at the time of exercise of such converted Warrant and the per share exercise price of such converted Warrant. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(b), including using its best efforts to obtain from each holder of a Warrant any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(b). Anything in this Agreement to the contrary notwithstanding, Parent shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 5.15(b) to a former holder of a Warrant who has not delivered such consent or contract or agreement.

Options and Warrants. (a) Immediately Each option to purchase shares of Company Common Stock (each, a "COMPANY OPTION") issued by the Company pursuant to any stock option or similar plan of the Company or pursuant to an option agreement or otherwise as set forth in SECTION 5.3 of the Company Disclosure Statement, which is outstanding immediately prior to the ClosingEffective Time shall, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) virtue of the Merger Agreement. and without any further action on the part of any holder thereof, be assumed by Parent and converted into an option (ba "PARENT OPTION") At and after to purchase that number of Parent Common Shares determined by multiplying the number of Company Common Shares subject to such Company Option immediately prior to the Effective Time: (i) each Target Time by the Exchange Ratio, at an exercise price per Parent Common Share equal to the exercise price per share of such Company Option and Target Warrant then outstanding shall entitle immediately prior to the holder thereof to acquire Effective Time DIVIDED BY the number (Exchange Ratio, rounded down to the nearest whole number) cent. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of shares a Parent Common Share, then the number of Parent Common Shares subject to such option shall be rounded up to the nearest whole number of shares, with no cash being payable for such fractional share. The terms and conditions of each Parent Option shall otherwise remain as set forth in the Company Option converted into such Parent Option. (b) Each warrant to purchase shares of Company Common Stock (each, a "COMPANY WARRANT") set forth in SECTION 5.3 of the Company Disclosure Statement, which is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any further action on the part of any holder thereof, be assumed by Parent and converted into a warrant (a "Parent Warrant") to purchase that number of Parent Common Shares determined by multiplying (x) the number of shares of Target Company Common Stock Shares subject to such Target Option or Target Company Warrant immediately prior to the Effective Time, Time by (y) the Exchange Ratio; and (ii) , at an exercise price per Parent Common Share equal to the exercise price per share of Parent Common Stock subject to any Target Option or Target such Company Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (includingDIVIDED BY the Exchange Ratio, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect rounded down to the Merger (it nearest whole cent. If the foregoing calculation results in an assumed Company Warrant being understood that any performance criteria exercisable for a fraction of a Parent Common Share, then the number of Parent Common Shares subject to which such Target Optionwarrant shall be rounded up to the nearest whole number of shares, with no cash being payable for such fractional share. The terms and or Target conditions of each Parent Warrant remains subject may be equitably adjusted by shall otherwise remain as set forth in the Company Warrant converted into such Parent to reflect the consummation of the Merger)Warrant. (dc) Parent The adjustment provided in SECTION 3.3(A) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall take all corporate action necessary be and is intended to reserve for issuance be effected in a sufficient number manner which is consistent with Section 424(a) of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective TimeCode.

Options and Warrants. (a) Immediately At the Effective Time, Omnicare shall assume IBAH's rights and obligations under each of the outstanding stock options previously granted by IBAH to certain of its employees, directors and consultants that are outstanding immediately prior to the Closing, Effective Time (each outstanding such stock option (existing immediately prior to the Effective Time is referred to herein as an "Target Options") exercisable into shares of Target Common Stock Existing Option" and each warrant (such assumed stock option existing immediately after the Effective Time is referred to herein as an "Target WarrantsAssumed Option") exercisable into shares of Target Common Stock whether vested or not vested). Under each Assumed Option, the optionee shall immediately become vested in full and either exercised by have the holder thereof prior right to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closingreceive from Omnicare, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) the terms and subject to the conditions of the Existing Option, the Merger Agreement. (b) At and after Consideration that such optionee would have been entitled to receive had the Effective Time: (i) each Target optionee exercised his or her Existing Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.8(a), the Assumed Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Option; provided, however, that the terms of such Existing Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Options as a result of the Merger. Each Assumed Option shall constitute a continuation of the Existing Option, substituting Omnicare for IBAH and, in the case of employees, employment by (yan Omnicare Company for employment by an IBAH Company. Notwithstanding the foregoing, the terms of any Assumed Option shall be such that the substitution of the Assumed Option for the Existing Option would not constitute a modification of the Existing Option within the meaning of Section 424(h)(3) of the Exchange Ratio; andCode and the Regulations promulgated thereunder. (iib) If and to the exercise price per share extent required by the terms of Parent Common Stock subject the plans governing the Existing Options or pursuant to the terms of any Target Existing Option or Target granted thereunder, IBAH shall use reasonable efforts to obtain the consent of each holder of outstanding Existing Options to the treatment of the Existing Options provided in Section 2.8(a). (c) Each IBAH Warrant at and after that is outstanding immediately prior to the Effective Time shall be an amount (rounded down and that does not expire at the Effective Time by the terms thereof shall, by virtue of the Merger and pursuant to the nearest one-hundredth terms of the IBAH Warrant or with the consent of the majority of the holders thereof, be converted into and exchanged for a cent) equal to (x) Omnicare Warrant exercisable for the exercise price per Conversion Number of Omnicare Shares for each share of Target IBAH Common Stock subject to such Target Option or Target for which the IBAH Warrant is exercisable immediately prior to the Effective Time, divided by (y) at an exercise price per Omnicare Share that has been adjusted in accordance with the Exchange Ratio. (c) Other than terms of the IBAH Warrant converted hereunder as a result of the Merger. Except as provided in subsections (a) this Section 2.8(c), the Omnicare Warrants shall have the terms and (b) above, as conditions of and after the IBAH Warrants converted hereunder. At the Effective Time, each Target Option and Target Warrant then outstanding the Omnicare Parties shall be subject make available to any holders of IBAH Warrants converted hereunder a new warrant evidencing the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)Omnicare Warrant. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior As of the Effective Time, all options to purchase Common Shares issued by the Closing, each outstanding Company pursuant to its stock option plans or otherwise ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock ), whether vested or not vestedunvested, and the Company's stock option plan(s) under which Options have been granted shall immediately become vested in full and either exercised be assumed by the holder thereof prior to Closing or be deemed assumed by ParentBuyer. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and Immediately after the Effective Time: (i) , each Target Option and Target Warrant then outstanding immediately prior to the Effective Time shall entitle the holder thereof be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the ). The exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time each such assumed Option, other than Permitted Options, shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, divided by the Common Conversion Ratio (ywith any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the Exchange Rationumber of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The 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 of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a). (b) As soon as practicable after the Effective Time, the Buyer or the Surviving Corporation shall deliver to the holders of Options appropriate notices setting forth the number of shares of Buyer Common Stock subject to such assumed Option, the exercise price per share, and such holders' rights pursuant to such Options, as amended by this Section 1.9, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.9 and such notice). The Buyer or the Surviving Corporation shall deliver to the holders of Options an appropriate notice after the expiration of the Measurement Period, describing any additional options issued pursuant to this Section 1.9. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock for delivery upon exercise of Target the Options and Target Warrants Notes assumed in accordance with this Section 1.9. Within 10 days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933 (as amended, the "Securities Act") with respect to all shares of Buyer Common Stock subject to such Options that may be registered on a Form S-8, and within 10 days after the expiration of the Measurement Period, Buyer shall amend such Registration Statement on Form S-8, if necessary, to take into account any additional options issued with respect to the Options pursuant to this Section 1.9. Buyer shall use its best efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding. (d) The Company shall cause the termination, as of the Effective Time, of the Second Amended and Restated Replacement Warrant to Purchase Stock, dated November 4, 1999, by the Company in favor of Silicon Valley Bank and the Warrant Agreement by and between the Company and Comdisco, Inc. dated as of June 5, 2000 (the "Warrants") to the extent that either Warrant remains unexercised as of the Effective Time. (e) The Company shall obtain, prior to the Closing, the consent from each holder of an Option or a Warrant to the amendment (in the case of Options) or termination (in the case of Warrants) of such Option or Warrant pursuant to this Section 1.9 (unless such consent is not required under the terms of the applicable agreement, instrument or plan). (f) Section 2.2 of the Disclosure Schedule sets forth (i) all Common Shares, Series A Preferred Shares (as defined below) and Series B Preferred Shares (collectively, the "Company Shares") outstanding immediately prior to the Effective Time that are unvested or are subject to a repurchase option, risk of forfeiture or other conditions under any applicable restricted stock purchase agreement or other agreement with the Company (the "Restricted Shares") and (ii) all elections made under Section 83(b) of the Code with respect thereto. Any shares of Buyer Common Stock (including Additional Shares) issued in exchange for the Restricted Shares will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition (provided, however, that the vesting schedule of such shares shall accelerate in accordance with the terms of the applicable restricted stock purchase or other agreement upon the Effective Time, and further provided that the repurchase price in effect immediately prior to the Effective Time, if any, shall be appropriately adjusted by dividing it by the Common Conversion Ratio, and further provided that after expiration of the Measurement Period, such repurchase price shall not be further adjusted to reflect the issuance of any Additional Shares), and the certificates representing such shares of Buyer Common Stock shall accordingly be marked with appropriate legends.

Options and Warrants. (a) Immediately prior Each of the Company and Parent shall take all reasonable actions necessary to provide that all then outstanding options to purchase Company Common Stock, whether or not then exercisable or vested ("COMPANY OPTIONS"), shall become fully exercisable and vested upon the consummation of the Offer. Holders of Company Options that have become fully exercisable and vested upon the consummation of the Offer in accordance with the provisions of the preceding sentence will have a period of sixty (60) days following the consummation of the Offer to surrender their options to the ClosingCompany in exchange for cash equal to the excess of (i) the aggregate value of the Common Shares underlying such options, each outstanding option based on the Common Per Share Amount, over ("Target Options"ii) exercisable into shares the aggregate exercise price for the Common Shares underlying such options. Each of Target Common Stock the Company and each warrant ("Target Warrants") exercisable into shares Parent shall take all reasonable actions necessary to provide that, upon consummation of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the ClosingMerger, all shares of Target Common Stock issued upon exercise thereof then outstanding Company Options shall be converted into Parent Shares in accordance with Section 1.2(a)(iiithe right to receive cash equal to the excess of (i) the aggregate value of the Merger AgreementCommon Shares underlying such options, based on the Common Per Share Amount, over (ii) the aggregate exercise price for the Common Shares underlying such options. (b) At Each of the Company and Parent shall take all reasonable actions necessary so that each of the warrants to purchase 50,000 shares of Company Common Stock at a price of $5.00 per share, subject to adjustment (the "PATRICOF WARRANTS"), the warrants to purchase 80,000 shares of Company Common Stock at a price of $8.66 per share, subject to adjustment (the "XXXXXX WARRANTS"), and the warrants to purchase 215,939 shares of Company Common Stock at a price of $11.11 per share, subject to adjustment (the "SUBORDINATED DEBT WARRANTS" and together with the Patricof Warrants and the Xxxxxx Warrants, the "COMPANY WARRANTS"), shall be exercisable, from and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle , for an amount of cash equal in the holder thereof to acquire the number (rounded down aggregate to the nearest whole number) of shares of Parent Common Stock determined Per Share Amount multiplied by multiplying (x) the number of shares of Target Company Common Stock subject to for which such Target Option or Target Warrant warrant was exercisable immediately prior to the Effective Time. Otherwise, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock any Company Warrant shall remain subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same all terms and conditions as provided in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target applicable Company Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)and/or Warrant Agreement. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (ai) Immediately prior to RSI will take all action necessary such that, at the ClosingEffective Time, each outstanding option ("Target Options") exercisable into granted by RSI to purchase shares of Target RSI Common Stock which is outstanding and exercisable immediately prior thereto shall cease to represent a right to acquire shares of RSI Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares an option to purchase shares of JPFI Common Stock in accordance with Section 1.2(a)(iii) an amount and at an exercise price de- termined as provided below (and otherwise, in the case of op- tions, subject to the terms of the Merger Agreement.RSI Stock Plans (as defined in Section 3.1(c)) and the agreements evidencing grants there- under) (the "Assumed Options"): (b1) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the The number (rounded down to the nearest whole number) of shares of Parent JPFI Common Stock determined by multiplying (x) to be subject to the new option shall be equal to the product of the number of shares of Target RSI Common Stock subject to the original option and the Exchange Ra- tio, provided that any fractional shares of JPFI Com- mon Stock resulting from such Target Option or Target multiplication shall be rounded to the nearest whole share; and (2) The exercise price per share of JPFI Common Stock under the new option shall be equal to the ex- ercise price per share of RSI Common Stock under the original option divided by the Exchange Ratio, pro- vided that such exercise price shall be rounded to the nearest whole cent. (ii) The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be ef- fected in a manner that is consistent with Section 424(a) of the Code. The duration and other terms of the new options shall be the same as the original options except that all ref- erences to RSI shall be deemed to be references to JPFI. (iii) At the Effective Time, the warrants, dated May 17, 1996, between RSI and each of Teachers Insurance and Annu- ity Association of America, the Nippon Credit Bank, Ltd. and Dresdner Bank AG (each, an "Assumed Warrant") shall be assumed by JPFI and shall constitute a warrant to acquire, otherwise on the same terms and conditions as were applicable under such Assumed Warrant, a number of shares of JPFI Common Stock equal to the number of JPFI Common Shares that a holder of such As- sumed Warrant would have received in the Merger if such holder had exercised such Assumed Warrant for shares of RSI Common Stock immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise at a price per share equal to the aggregate exercise price for the shares of Parent RSI Common Stock subject to any Target Option or Target thereto divided by the number of JPFI Common Shares that a holder of such Assumed Warrant at and after would have received in the Effective Time shall be an amount (rounded down to the nearest one-hundredth Merger if such holder had exercised such As- sumed Warrant for shares of a cent) equal to (x) the exercise price per share of Target RSI Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio. (civ) Other than As soon as provided in subsections (a) and (b) above, as of and after practicable following the Effective Time, each Target Option JPFI shall deliver, upon due surrender of the Assumed Options and Target Warrant then outstanding shall be subject Assumed Warrants, to holders of Assumed Options and Assumed Warrants appropriate option and warrant agreements rep- resenting the right to acquire JPFI Common Stock on the same terms and conditions as contained in effect immediately prior the Assumed Options and Assumed Warrants (except as otherwise set forth in this Section 2.1(e)). Except as expressly contemplated herein, JPFI shall comply with the terms of the RSI Stock Plans as they apply to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent Assumed Options. JPFI shall take all corporate action necessary nec- xxxxxx to reserve for issuance a sufficient number of shares of Parent JPFI Common Stock for delivery upon exercise of Target the Assumed Options and Target Assumed Warrants Notes after in accordance with this Section 2.1(e). JPFI shall file a registration statement on Form S-8 (or any successor form) or on another appropriate form, ef- fective as of, or reasonably promptly following, the Effective Time, with respect to JPFI Common Stock subject to the Assumed Options and shall use commercially reasonable efforts to main- tain the effectiveness of such registration statement or regis- tration statements (and maintain the current status of the pro- spectus or prospectuses contained therein) for so long as the Assumed Options remain outstanding and exercisable. With re- spect to those individuals who, subsequent to the Effective Time, will be subject to the reporting requirements of Section 16 of the Exchange Act, JPFI shall administer the Hudston Stock Plans, where applicable, in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

Options and Warrants. (a) As of the Closing, (i) the Buyer shall assume the Securix, Inc. 1996 Stock Option Plan (the "Stock Plan") and (ii) all options to purchase shares of capital stock of the Company issued pursuant to the Stock Plan ("Options"), whether vested, unvested or subject to repurchase by the Company following such exercise, shall be assumed by the Buyer. Immediately prior to after the Closing, each Option outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time Closing shall be deemed to constitute an amount (rounded down option to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Timeacquire, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to on the same terms and conditions as in effect were applicable under such Option immediately prior to the Effective Time Closing, such number of shares of Buyer Common Stock as is equal to the number of shares of capital stock of the Company subject to the unexercised portion of such Option multiplied by the Conversion Ratio (includingwith any fraction resulting from such multiplication to be rounded down to the next lowest whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Closing, but not limited todivided by the Conversion Ratio (with any fraction of a cent resulting from such division to be rounded up to the next highest whole cent). The term, exercisability, vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the acceleration "Code"), if applicable, and all of exercisability or conversionthe other terms of the Options shall otherwise remain unchanged. (b) As soon as practicable after the Closing, the Buyer shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to such Options, as applicableamended by this Section 1.8, as of and the date of approval of agreements evidencing such Options shall continue in effect on the Merger by the shareholders of the Company), but giving effect same terms and conditions (subject to the Merger (it being understood that any performance criteria to which amendments provided for in this Section 1.8 and such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergernotice). (dc) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock for delivery upon exercise of Target the Options and Target Warrants Notes after the Effective Timeassumed in accordance with this Section 1.

Options and Warrants. (a) Immediately prior Prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) , the Company shall take all actions required to accelerate the vesting of each Target outstanding Option and Target Warrant then outstanding such that all shares underlying each such Option shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant be fully vested immediately prior to the Effective Time, by (y) the Exchange Ratio; and. (iib) The holder of each Option shall be entitled to receive the exercise price per share of Parent Common Stock Option Consideration (without any interest thereon and subject to any Target Option or Target Warrant the provisions of Sections 1.6, 1.9 and 1.15) with respect to each such Option, and at and after the Effective Time the holder of each such Option shall have no further rights with respect thereto other than the payment of the applicable Option Consideration. The Option Consideration shall be an amount paid as soon as reasonably practicable following the Effective Time. (rounded down to the nearest one-hundredth of a centc) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior Prior to the Effective Time, divided by the Company shall enter into an agreement in substantially the form attached as Exhibit C (ythe “Warrant Termination Agreement”) with each holder of a Warrant providing for, among other things, the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) abovetermination of such Warrant, effective as of and after the Effective Time, in exchange for the payment of the Warrant Consideration. At the Effective Time, each Target Option holder of a Warrant that has executed and Target delivered a Warrant then outstanding Termination Agreement shall be entitled to receive the Warrant Consideration (without any interest thereon and subject to the same provisions of Sections 1.6, 1.9 and 1.15) with respect to such Warrants. The Warrants will expire and be cancelled by their terms at the Effective Time and conditions no holder of the Warrants shall have any further rights with respect thereto other than the payment of the applicable Warrant Consideration (without any interest thereon and subject to the provisions of Sections 1.6, 1.9 and 1.15) pursuant to the terms of the Warrant Termination Agreement. (d) Prior to the Effective Time, Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxx shall together enter into agreements in substantially the form attached as in effect Exhibit D (the “Founder Warrant Agreement”) with each holder of a Founder Warrant providing for the exercise of such Founder Warrant, effective immediately prior to, and contingent upon the occurrence of, the Effective Time. Any outstanding Founder Warrant which is not subject to a Founder Warrant Agreement or has otherwise been exercised prior to the Effective Time (including, but not limited to, will expire and be cancelled by its terms at the acceleration of exercisability or conversion, as applicable, as Effective Time and no holder of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that Warrants shall have any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)further rights with respect thereto. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (ai) Immediately Prior to the Parent Effective Time, the Parent shall take such actions (including obtaining any required consents) as may be necessary such that at the Parent Effective Time each Stock Right issued by the Parent shall be cancelled or converted into the right to receive, as the case may be, and the holder thereof, upon surrender thereof, shall receive, the Parent Option Conversion Price to which such holder is entitled, if any. (ii) Prior to the Sub Effective Time, Sub shall take such actions (including obtaining any required consents) as may be necessary such that at the Sub Effective Time each Stock Right issued by Sub shall be cancelled or converted into the right to receive, as the case may be, and the holder thereof, upon surrender thereof, shall receive, the Sub Option Conversion Price to which such holder is entitled, if any. (iii) In connection with the exercise, prior to the ClosingSub Effective Time, each outstanding option of any employee stock options issued by Sub, Sub shall ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunless otherwise agreed by Purchaser in writing), shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with the cash-out option of Sub under Section 1.2(a)(iii3(l) of its 1996 Long-Term Incentive Plan (the Merger Agreement"XLC Plan"), pay to each holder of an option, upon notice of any exercise thereof, cash in an amount equal to the spread between the exercise price and the fair market value of the underlying common share or the Spread Value (as defined in the XLC Plan), and will take all other action as may be necessary to ensure that in no event will any capital stock of Sub be issued upon or in connection with the exercise of any such option. Parent will, if necessary, lend sufficient funds to Sub on commercially reasonable terms to enable Sub to pay such cash in a timely manner. (biv) At and after In connection with the exercise, prior to the Sub Effective Time: , of any Stock Rights issued by Sub (i) each Target Option and Target Warrant then outstanding other than employee stock options), Sub shall entitle the holder thereof not issue or permit to acquire the number (rounded down to the nearest whole number) of be issued any shares of capital stock of Sub upon the exercise thereof other than simultaneously with or after Parent Common Stock determined by multiplying (xor a direct or indirect wholly-owned subsidiary of Parent) shall have purchased (which Parent hereby agrees to do or cause to be done), and Sub shall have issued (which Sub agrees to do or cause to be done) that number of validly issued shares of the same class to Parent or such subsidiary that is equal to four times the number of shares of Target Common capital stock issuable upon such exercise of such Stock subject to such Target Option or Target Warrant immediately prior to the Effective TimeRights, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that Parent, Sub and Purchaser expect such purchase and issuance to occur pursuant to that certain Stock Registration and Option Agreement dated as of May 31, 1996 among Parent, Sub and The Future Now of Arkansas, Inc., as amended; provided, however, that in no event will Parent or any performance criteria to which Parent Subsidiary purchase or otherwise acquire any such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation shares of Sub for a per share amount in excess of the Merger)Sub Share Conversion Price. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options, whether vested or unvested, and the Option Plan, insofar as it relates to Options outstanding under such Plan as of the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised be assumed by the holder thereof prior to Closing or be deemed assumed by ParentBuyer. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and Immediately after the Effective Time: (i) , each Target Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and Target Warrant then outstanding shall entitle conditions as were applicable under such Option at the holder thereof Effective Time, such number of Buyer Common Shares as is equal to acquire the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) (each such Option an "Assumed Option"). The exercise price per share of shares each Assumed Option shall be equal to the exercise price of Parent such Option immediately prior to the Effective Time, divided by the Common Stock determined Conversion Ratio (rounded up to the 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 Options shall otherwise remain unchanged, except as provided in Section 1.11(f) below, and except that by multiplying virtue of the Merger each Option shall be amended to the extent set forth in Section 4 of the Indemnification Escrow Agreement with respect to the deposit of Indemnification Escrow Shares and the forfeiture of unexercised portions of any Assumed Options. (xb) Prior to the Effective Time, the Company shall use its Reasonable Best Efforts to obtain the agreement of each holder of a Warrant or Preferred Warrant to exercise, no later than immediately prior to the Effective Time, all vested Warrants and to terminate, as of such time, all unvested Warrants. As of the Effective Time, all Warrants, whether vested or unvested, not so exercised shall be assumed by the Buyer. Immediately after the Effective Time, each Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrant at the Effective Time, such number of shares of Target Buyer Common Stock Shares as is equal to the number of Common Shares subject to the unexercised portion of such Target Option or Target Warrant multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) (each such Warrant an "Assumed Warrant"). The exercise price per share of each such Assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount Conversion Ratio (rounded down up to the nearest one-hundredth whole cent). The term, exercisability, vesting schedule, and all of a centthe other terms of the Warrant shall otherwise remain unchanged, except as provided in Section 1.11(f) equal to (x) below, and except that by virtue of the exercise price per share of Target Common Stock subject to such Target Option or Target Merger each Warrant prior shall be amended to the Effective Time, divided by (y) extent set forth in Section 4 of the Exchange RatioIndemnification Escrow Agreement with respect to the deposit of Indemnification Escrow Shares and the forfeiture of unexercised portions of any Assumed Warrants. (c) Other than As soon as provided in subsections (a) and (b) above, as of and practicable after the Effective Time, each Target Option the Buyer or the Surviving Corporation shall deliver to the holders of Options and Target Warrant then outstanding Warrants appropriate notices setting forth such holders' rights pursuant to such Options or Warrants, as applicable, as amended by this Section 1.11, and the agreements evidencing such Options or Warrants, as applicable, and that such Options or Warrants shall be subject to continue in effect on the same terms and conditions as in effect immediately prior (subject to the Effective Time (including, but not limited toamendments provided for in this Section 1.11, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which Indemnification Escrow Agreement and such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergernotice). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock Shares for delivery upon exercise of Target the Options and Target Warrants Notes assumed in accordance with this Section 1.11. As promptly as practicable after the Effective Time, but in no event later than the date on which the Buyer has filed pursuant to Form 8-K the financial statements required to be filed by the Buyer in connection with the Merger pursuant to Regulation S-X of the Securities Act in connection with the Merger, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act with respect to all shares of Buyer Common Shares subject to the Options that may be registered on a Form S-8, and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding. The Buyer Common Shares subject to the Warrants will be tradeable at such time as they become eligible for resale pursuant to Rule 144 under the Securities Act. (e) The Company shall obtain, prior to the Closing, the consent from each holder of an Option (other than holders of Options representing, in the aggregate, less than 3% of the Total Company Shares) or a Warrant to the amendment of such Option or Warrant pursuant to the Indemnification Escrow Agreement and Sections 1.11 and 1.13(a) and Article VI of this Agreement (unless such consent is not required under the terms of the applicable agreement, instrument or plan). (f) Each Assumed Option and Assumed Warrant (collectively, the "Assumed Convertible Securities" and individually an "Assumed Convertible Security") shall be subject to the following provisions: (i) Upon the exercise of an Assumed Convertible Security after the Closing Date and before the date which is 18 months after the Closing Date, the Buyer shall (A) deliver to the Escrow Agent a certificate representing the Indemnification Escrow Percentage of the Buyer Common Shares acquired in such exercise, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares and deposited in escrow pursuant to Section 1.13(a), and (B) deliver to the holder of such Assumed Convertible Security a certificate representing the remainder of the Buyer Common Shares acquired in such exercise and not deposited into escrow, which Buyer Common Shares shall be considered Initial Merger Shares for all purposes of this Agreement. (ii) At any time before the Asset Value Adjustment Date, each Assumed Convertible Security shall (x) only be exercisable for a number of Buyer Common Shares as is equal to the number of Common Shares subject to the unexercised portion of such corresponding Option or Warrant multiplied by the Closing Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) and (y) have an exercise price per share equal to the exercise price of such corresponding Option or Warrant immediately prior to the Effective Time, divided by the Closing Common Conversion Ratio (rounded up to the nearest whole cent). (iii) On the Asset Value Adjustment Date, if the Closing Net Asset Value Adjustment is positive, the Buyer shall with respect to each Exercised Share (A) deposit into escrow pursuant to Section 1.13(a) the Indemnification Escrow Percentage of the Adjusted Buyer Common Shares, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares, and (B) deliver to the person who exercised the Assumed Convertible Security related to such Exercised Shares the remainder of such Adjusted Buyer Common Shares not deposited into escrow. (iv) At any time after the Asset Value Adjustment Date and before the date which is 18 months after the Closing Date, each Assumed Convertible Security shall (x) only be exercisable for a number of Buyer Common Shares as is equal to the number of Common Shares subject to the unexercised portion of such corresponding Option or Warrant multiplied by the Adjusted Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) and (y) have an exercise price per share equal to the exercise price of such corresponding Option or Warrant immediately prior to the Effective Time, divided by the Adjusted Common Conversion Ratio (rounded up to the nearest whole cent). (v) On the date which is 18 months after the Closing Date and immediately before the payment of any claims under the Escrow Agreement, the Buyer shall with respect to each Exercised Share (A) deposit into escrow pursuant to Section 1.13(a) the Indemnification Escrow Percentage of the Option Adjusted Buyer Common Shares, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares, and (B) deliver to the person who exercised the Assumed Convertible Security related to such Exercised Shares the remainder of such Option Adjusted Buyer Common Shares not deposited into escrow. (vi) Assumed Convertible Securities shall be amended to reduce the number of Buyer Common Shares subject to the unexercised portion of any Assumed Convertible Security by such Assumed Convertible Security's percentage share of any Damages subject to indemnification, as follows: (A) Immediately prior to any distributions made pursuant to Section 3 of the Indemnification Escrow Agreement, each Assumed Convertible Security shall be split into two securities, the "Escrow Assumed Convertible Security" and the "Free Assumed Convertible Security". The Escrow Assumed Convertible Security shall have an Option Merger Value equal to 15% of the Option Merger Value of the Assumed Convertible Security, and the remaining Assumed Convertible Security shall be the Free Assumed Convertible Security, which shall no longer be subject to the Indemnification Escrow Agreement. If, after any forfeiture is made pursuant to clause (B) below of the unexercised portion of such Escrow Assumed Convertible Security attributable to Damages distributed to the Buyer in respect of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof, the Escrow Assumed Convertible Security has an Option Merger Value in excess of the 5% of the Option Merger Value of the Assumed Convertible Security before any amounts in respect of Damages were paid, then the Escrow Assumed Convertible Security shall be reduced by the amount of such excess Option Merger Value and the Free Assumed Convertible Security shall be increased by a like amount. If an Escrow Assumed Convertible Security is exercised after the Initial Distribution Date, 100% of the Buyer Common Shares acquired upon exercise of such option shall be deposited into escrow and held in trust for the holder of such exercised Escrow Assumed Convertible Security. (B) Upon any determination that the Buyer is entitled to receive some or all of the Indemnification Escrow Shares through a distribution in respect of Damages made pursuant to Section 3 of the Indemnification Escrow Agreement, each holder of an Escrow Assumed Convertible Security shall forfeit that amount of the unexercised portion of such Escrow Assumed Convertible Security equal in value to such holder's "pro rata share" of such Damages. Such holder's pro rata share of such Damages shall be determined by dividing (x) the Option Merger Value of such holder's Escrow Assumed Convertible Security immediately before the distribution in respect of Damages is made by (y) the Aggregate Escrow Value immediately before such distribution is made. Any forfeitures hereunder shall be applied against the Assumed Convertible Security on a pro rata basis against the vested and unvested portion of the Assumed Convertible Security.

Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to the Company's 1994 Stock Option Plan or the Company's 2000 California Stock Option Plan (collectively, the "Option Plans") or otherwise (collectively such options are referred to herein as the "Options"), whether vested or unvested, and the Option Plans, insofar as they relate to Options outstanding under such Plans as of the Closing, shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the ClosingEffective Time shall be deemed to constitute an option to acquire, each outstanding option ("Target Options") exercisable into on the same terms and conditions as were applicable under such Option at the Effective Time, such number of shares of Target Buyer Common Stock and each warrant ("Target Warrants") exercisable into shares as is equal to the number of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised Shares subject to the unexercised portion of such Option multiplied by the holder thereof Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised Effective Time, divided by the holder thereof prior Conversion Ratio (rounded up to or simultaneous with the Closingnearest whole cent). The term, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with exercisability, vesting schedule, status as an "incentive stock option" under Section 1.2(a)(iii) 422 of the Merger AgreementInternal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. (b) At and As of the Effective Time, all warrants to purchase Common Shares issued by the Company (the "Warrants"), whether vested or unvested, shall be assumed by the Buyer. Immediately after the Effective Time: , each Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrant at the Effective Time, (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof such number of shares of Buyer Common Stock as is equal to acquire the number of Common Shares subject to the unexercised portion of such Warrant multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying or (xii) cash in an amount equal to the number of shares of Target Common Stock Merger Value subject to the unexercised portion of such Target Option or Target Warrant. The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount Conversion Ratio (rounded down up to the nearest one-hundredth whole cent). The term, exercisability, vesting schedule, and all of a cent) equal to (x) the exercise price per share other terms of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange RatioWarrants shall otherwise remain unchanged. (c) Other than As soon as provided in subsections (a) and (b) above, as of and practicable after the Effective Time, each Target Option the Buyer or the Surviving Corporation shall deliver to the holders of Options and Target Warrant then outstanding Warrants appropriate notices setting forth such holders' rights pursuant to such Options and Warrants, as amended by this Section 1.8, and the agreements evidencing such Options and Warrants shall be subject to continue in effect on the same terms and conditions as in effect immediately prior (subject to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which amendments provided for in this Section 1.8 and such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergernotice). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock for delivery upon exercise of Target the Options and Target Warrants Notes assumed in accordance with this Section 1.8. Within 10 days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933 (as amended, the "Securities Act") with respect to all shares of Buyer Common Stock subject to such Options that may be registered on a Form S-8, and shall use its Reasonable Best Efforts (as defined below) to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding. (e) The Company shall obtain, prior to the Closing, the consent from each holder of a Warrant to the amendment of such Warrant pursuant to this Section 1.8 (unless such consent is not required under the terms of the applicable agreement).

Options and Warrants. (a) Immediately As of the Effective Time, all unvested I-B Options shall be terminated as of immediately prior to the ClosingEffective Time. As of the Effective Time, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target all unvested A-C Options and Target Warrants are exercised by the holder thereof prior any Option Plan, insofar as it relates to or simultaneous with unvested A-C Options outstanding under such Option Plan as of the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares assumed by the Buyer, in such manner that the Buyer (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 Section 424 of the Code does not apply to any such A-C Options, would be such a corporation were Section 424 of the Code applicable to such A-C Options, and in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and provisions set forth below. Immediately after the Effective Time: , each unvested A-C Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such A-C Option at the Effective Time, such number of Buyer Common Shares as is equal to the result obtained by dividing (i) each Target the product of (A) the Per Share Participating Initial Consideration and (B) number of Common Shares subject to the unvested portion of such A-C Option and Target Warrant then outstanding shall entitle by (ii) the holder thereof Buyer Stock Price (with any fraction resulting from such multiplication to acquire the number (be rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the ). The exercise price per share of Parent Common Stock subject to any Target each such assumed unvested Option or Target Warrant at and after the Effective Time shall be an amount (rounded down equal to the nearest one-hundredth product of a cent(i) equal to the result obtained by dividing (xX) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time by (includingY) the Per Share Participating Initial Consideration and (ii) the Buyer Stock Price (rounded up to the nearest whole cent). The term, but not limited toexercisability, vesting schedule and all of the other terms of the unvested Options shall otherwise remain unchanged. (b) As soon as practicable after the Effective Time, the acceleration Buyer or the Surviving Corporation shall deliver to the holders of exercisability or conversionunvested A-C Options appropriate notices setting forth such holders’ rights pursuant to such A-C Options, as applicableamended by this Section 1.9, as of and the date of approval of agreements evidencing such A-C Options, and that such A-C Option shall continue in effect on the Merger by the shareholders of the Company), but giving effect same terms and conditions (subject to the Merger (it being understood that any performance criteria to which amendments provided for in this Section 1.9 and such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergernotice). (dc) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock Shares for delivery upon exercise of Target the unvested A-C Options and Target Warrants Notes assumed in accordance with this Section 1.9. Within 15 business days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act with respect to all Buyer Common Shares subject to the A-C Options that may be registered on a Form S-8, and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such A-C Options remain outstanding. (d) The Company shall obtain, prior to the Closing, the consent from each holder of an unvested A-C Option to the amendment of such Option to the extent necessary to give effect to the provisions of this Section 1.9 (unless such consent is not required under the terms of the applicable agreement, instrument or plan). The Company shall obtain, prior to the Closing, the consent from each holder of an unvested I-B Option to the termination of such unvested I-B Option pursuant to this Section 1.9 (unless such consent is not required under the terms of the applicable agreement, instrument or plan). (e) As of the Effective Time, all vested Options shall, to the extent not exercised prior to the Closing, be cancelled in exchange for the right to receive (subject to, and payable in accordance with, the provisions of Sections 1.6, 1.8, 1.10 and 1.11)

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options to purchase Company Shares issued by the ClosingCompany, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunvested, shall immediately become vested in full be canceled and either exercised exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof prior to Closing or be deemed assumed by Parentthereof. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof Each Parent Option shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof constitute an option to acquire the such number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) as is equal to the number of shares of Target Common Stock Company Shares subject to the unexercised portion of the Option multiplied by the Common Conversion Ratio (with any fraction resulting from such Target Option or Target Warrant immediately prior multiplication to be rounded to the Effective Timenearest whole number, by (y) and with 0.5 shares rounded upward to the Exchange Ratio; and (ii) the nearest whole number). The exercise price per share of each Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target the Option prior to conversion divided by the Common Stock Conversion Ratio. Such Parent Options shall be subject to such Target the Modigene 2005 Option or Target Warrant Plan, and that plan’s terms, exercisability, vesting schedule, which plan shall be adopted and assumed by the Parent at Closing. In addition, the Parent shall adopt, prior to the Closing, Parent’s 2007 Stock Option Plan (the “Parent Option Plan”). (b) As soon as practicable after the Effective Time, divided by (y) the Exchange RatioParent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for Parent Options in the Parent. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target the Parent Options and Target Warrants Notes after to be issued for Options in accordance with this Section 1.8. (d) The Company shall cause the termination, as of the Effective Time, of any and all outstanding Warrants to purchase capital stock of the Company which remain unexercised and the Parent shall, at Closing, issue a new Warrant (the “Parent Warrants”) in substitution for the Warrants, on substantially the same terms and conditions of the Warrants, but reflecting the Common Conversion Ratio.

Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares As of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: , subject to the conditions and limitations hereof, all Options that are not Vested Options shall terminate without any consideration therefor, and each Vested Option (iother than the Option Rollover Shares) each Target Option and Target Warrant then outstanding shall entitle the holder thereof thereof, in cancellation and settlement thereof, to acquire receive from the Paying Agent, following the Effective Time, an amount in cash, without interest (such amount, the "Option Cash Payment") equal to (i) the product of (A) the number of Common Shares subject to such Vested Option, and (rounded down B) the amount by which the Common Per Share Amount exceeds the applicable exercise price per Common Share subject to such Vested Option (the nearest whole numberamount in (i) being the "Closing Option Payment"), plus (ii) the product of shares (A) the number of Parent Common Stock determined by multiplying Shares subject to such Vested Option, and (B) the sum of (w) Common Per Share Indemnification Escrow Release Amount plus (x) the number of shares of Target Common Stock subject Per Share Working Capital Escrow Release Amount, plus (y) the Common Per Share Supplemental Disclosure Escrow Release Amount, plus (z) the Common Per Share Positive Adjustment. Subject to the foregoing, the Vested Options shall be deemed exercised for cash (such Target Option or Target Warrant exercise price to be deducted, if necessary, from the proceeds received in connection with the Common Shares deemed received, as provided above) immediately prior to the Effective Time, by (y) and the Exchange RatioCommon Shares that would be received in connection with such deemed exercise shall be deemed surrendered pursuant to this Agreement; and (ii) the provided that such deemed exercise price per share of Parent Common Stock subject shall be inapplicable with respect to any Target Option calculations made or Target Warrant at and after the Effective Time shall be an amount (rounded down payments due pursuant to the nearest one-hundredth this Article II. As of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be Holder shall, subject to the same terms conditions and conditions as limitations hereof and in effect the Warrant Grant, in cancellation and settlement of such Warrant Holder's Warrants, be entitled to receive from the Paying Agent, an amount, in cash, without interest (such amount, the "Warrant Payment") equal to the sum of (i) the product of (A) the number of Series A Preferred Shares subject to the outstanding Warrants owned by such Warrant Holder immediately prior before the Effective Time, multiplied by (B) the Series A Per Share Preference, plus (ii) the product of (A) the number of Common Shares that would be owned by such Warrant Holder if immediately before the Effective Time such Warrant Holder had exercised all Warrants then owned by it and converted into Common Shares the Series A Preferred Shares subject to such Warrants, multiplied by (B) the Common Per Share Amount, minus (iii) the aggregate purchase price for all Series A Preferred Shares subject to the Warrants owned by such Warrant Holder immediately before the Effective Time (including(i), but not limited to(ii) and (iii) collectively, the acceleration "Closing Warrant Payment"), plus (iv) the product of exercisability or conversion(A) the sum of (w) Common Per Share Indemnification Escrow Release Amount plus (x) the Common Per Share Working Capital Escrow Release Amount, as applicableplus (y) the Common Per Share Supplemental Disclosure Escrow Release Amount plus (z) the Common Per Share Positive Adjustment, and (B) the number of Common Shares that would be owned by such Warrant Holder if immediately before the Effective Time such Warrant Holder had exercised all Warrants then owned by it and converted into Common Shares the Series A Preferred Shares subject to such Warrants. The Company shall terminate the Stock Plans and the Warrant Grant as of the date Effective Time and as of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and time there will be no Options or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)Warrants outstanding. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options, whether vested or unvested, and the Option Plan, insofar as it relates to Options outstanding under such Plan as of the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised be assumed by the holder thereof prior to Closing or be deemed assumed by ParentBuyer. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and Immediately after the Effective Time: , each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option at the Effective Time (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof such number of shares of Buyer Common Stock as is equal to acquire the number of Common Shares subject to the unexercised portion of such Option immediately prior to the Effective Time multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), plus (ii) if, during the Initial Earn-Out Period, the Buyer achieves Bookings of at least $1,500,000, such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Option immediately prior to the Effective Time multiplied by the Initial Earn-out Share Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), plus (iii) if, during the Second Earn-Out Period, the Buyer achieves Bookings of at least $2,000,000, such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Option immediately prior to the Effective Time multiplied by the Second Earn-out Share Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) and plus (iv) if, during the Full Earn-Out Period, the Buyer achieves Bookings of shares of Parent Common Stock determined by multiplying (x) the at least $7,000,000, such number of shares of Target Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Target Option immediately prior to the Effective Time multiplied by the Full Earn-out Share Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (rounded up to the 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 Options shall otherwise remain unchanged. In the event any such Option is exercised prior to issuance of the Initial Earn-out Shares, the Second Earn-out Shares or Target the Full Earn-out Shares, as the case may be, the Earn-out Shares issuable to such Option holder with respect to the portion of the Option so exercised shall be issued to the such Option holder at the time of issuance of the Initial Earn-out Shares, the Second Earn-out Shares or the Full Earn-out Shares, as the case may be. (b) As of the Effective Time, all Warrants, whether exercisable or not, shall be assumed by the Buyer. Immediately after the Effective Time, each Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute the right to acquire, on the same terms and conditions as were applicable under such Warrant at the Effective Time, (i) such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), plus (ii) if, during the Initial Earn-Out Period, the Buyer achieves Bookings of at least $1,500,000, such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Initial Earn-out Share Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), plus (iii) if, during the Second Earn-Out Period, the Buyer achieves Bookings of at least $2,000,000, such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Second Earn-out Share Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) and plus (iv) if, during the Full Earn-Out Period, the Buyer achieves Bookings of at least $7,000,000, such number of shares of Buyer Common Stock as is equal to the number of Common Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Full Earn-out Share Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount Conversion Ratio (rounded down up to the nearest onewhole cent). The term, exercisability, vesting schedule and all of the other terms of the Warrants shall otherwise remain unchanged. In the event any such Warrant is exercised prior to issuance of the Initial Earn-hundredth of a cent) equal to (x) out Shares, the exercise price per share of Target Common Stock subject Second Earn-out Shares or the Full Earn-out Shares, as the case may be, the Earn-out Shares issuable to such Target Option or Target Warrant prior holder with respect to the Effective Timeportion of the Warrant so exercised shall be issued to the such Warrant holder at the time of issuance of the Initial Earn-out Shares, divided by (y) the Exchange RatioSecond Earn-out Shares or the Full Earn-out Shares, as the case may be. (c) Other than As soon as provided in subsections (a) and (b) above, as of and practicable after the Effective Time, each Target Option the Buyer or the Surviving Corporation shall deliver to the holders of Options and Target Warrant then outstanding Warrants appropriate notices setting forth such holders’ rights pursuant to such Options and Warrants, as amended by this Section 1.8, and the agreements evidencing such Options and Warrants shall be subject to continue in effect on the same terms and conditions as in effect immediately prior (subject to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which amendments provided for in this Section 1.8 and set forth in such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergernotice). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock for delivery upon exercise of Target the Options and Target Warrants Notes assumed in accordance with this Section 1.8. Within forty-five (45) days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act with respect to all shares of Buyer Common Stock subject to such Options that may be registered on a Form S-8 (the “Eligible Option Shares”), and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding. (e) The Company shall obtain, prior to the Closing, the consent from each holder of an Option or a Warrant to the amendment of such Option or Warrant pursuant to this Section 1.8 (unless such consent is not required under the terms of the applicable agreement, instrument or plan).

Options and Warrants. (a) Immediately prior As of the Effective Time, all options to purchase Common Shares issued by the Closing, each outstanding Company pursuant to its stock option plans or otherwise ("Target OptionsOPTIONS") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock ), whether vested or not vestedunvested, and the Company's stock option plan(s) under which Options have been granted shall immediately become vested in full and either exercised be assumed by the holder thereof prior to Closing or be deemed assumed by ParentBuyer. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and Immediately after the Effective Time: (i) , each Target Option and Target Warrant then outstanding immediately prior to the Effective Time shall entitle the holder thereof be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "PERMITTED OPTIONS"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the ). The exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time each such assumed Option, other than Permitted Options, shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, divided by the Common Conversion Ratio (ywith any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. The 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 of the other terms of the Options shall otherwise remain unchanged. (b) As soon as practicable after the Exchange RatioEffective Time, the Buyer or the Surviving Corporation shall deliver to the holders of Options appropriate notices setting forth the number of shares of Buyer Common Stock subject to such assumed Option, the exercise price per share, and such holders' rights pursuant to such Options, as amended by this Section 1.9, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.9 and such notice). (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock for delivery upon exercise of Target the Options and Target Warrants Notes assumed in accordance with this Section 1.9. Within 10 days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933 (as amended, the "SECURITIES ACT") with respect to all shares of Buyer Common Stock subject to such Options that may be registered on a Form S-8. Buyer shall use its best efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding.

Options and Warrants. (a) Immediately prior As of the Effective Time, all unvested Options and any Option Plan, insofar as it relates to unvested Options outstanding under such Option Plan as of the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised be assumed by the holder thereof prior Buyer, in such manner that the Buyer (i) is a corporation “assuming a stock option in a transaction to Closing which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or (ii) to the extent Section 424 of the Code does not apply to any such Options, would be deemed assumed by Parent. In such a corporation were Section 424 of the event that any Target Options Code applicable to such Options, and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and provisions set forth below. Immediately after the Effective Time: , each unvested Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Option at the Effective Time, such number of Buyer Common Shares as is equal to the result obtained by dividing (iw) each Target the product of (A) (1) the Common Share Transaction Consideration divided by (2) the Fully Diluted Shares and (B) number of Common Shares subject to the unvested portion of such Option and Target Warrant then outstanding shall entitle by (x) the holder thereof Buyer Stock Price (with any fraction resulting from such multiplication to acquire the number (be rounded down to the nearest whole number) ). The exercise price per share of shares of Parent Common Stock determined each such assumed unvested Option shall be equal to the result obtained by multiplying dividing (xy) the number product of shares (A) the exercise price of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, Time and (B) the Buyer Stock Price (rounded up to the nearest whole cent) by (yz) (A) the Exchange Ratio; and Common Share Transaction Consideration divided by (iiB) the exercise Fully Diluted Shares (which price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down up to the nearest one-hundredth of a one cent). (b) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to As soon as practicable after the Effective Time, divided the Buyer or the Surviving Corporation shall deliver to the holders of unvested Options appropriate notices setting forth such holders’ rights pursuant to such Options, as amended by this Section 1.8, and the agreements evidencing such Options, and that such Option shall continue in effect on the same terms and conditions (y) subject to the Exchange Ratioamendments provided for in this Section 1.8 and such notice). (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock Shares for delivery upon exercise of Target the unvested Options and Target Warrants Notes assumed in accordance with this Section 1.8. Within fifteen (15) business days after the Effective Time, the Buyer shall file a Registration Statement on Form S‑8 (or any successor form) under the Securities Act with respect to all Buyer Common Shares subject to the Options that may be registered on a Form S‑8, and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding. (d) The Company shall obtain, prior to the Closing, the consent from each holder of an unvested Option to the amendment of such Option pursuant to this Section 1.8 (unless such consent is not required under the terms of the applicable agreement, instrument or plan). (e) All vested Options shall be terminated effective as of the Effective Time in exchange for the payment (subject to the provisions of Sections 1.9 and 1.10) of (i) the Initial Option Consideration and (ii) the Additional Per Share Transaction Consideration. The Company shall obtain, prior to the Closing, the consent from each holder of a vested Option to the termination of such vested portion of the Option pursuant to this Section 1.8 (unless such consent is not required under the terms of the applicable agreement, instrument or plan). (f) The Company shall cause the termination, as of the Effective Time, of the Warrants which remain unexercised. The Company shall obtain, prior to the Closing, the consent from each holder of a Warrant to the termination of such Warrant pursuant to this Section 1.8 (unless such consent is not required under the terms of the applicable agreement or instrument).

Options and Warrants. (a) Immediately prior Prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time:, the Board of Directors of Company and the Board of Directors of Parent (or, if appropriate, respective committees thereof) shall adopt appropriate resolutions and take such action as may be required, under the Option Plans (as defined in Section 2.02) such that, at the Effective Time, (i) each Target Option Plan shall continue in existence and Target Warrant each Option (as defined in Section 2.02) under each such Option Plan, whether or not then outstanding exercisable, shall entitle the holder thereof be assumed by Parent and converted into an option ("ASSUMED OPTION") to acquire on the same terms and conditions as were applicable under the Option, shares of Parent Stock; provided, that (A)the number of shares of Parent Stock subject to such Assumed Option under such Option Plan shall be determined by multiplying the number of shares of Company Common Stock subject to such Option by the Conversion Ratio (with such share number rounded down to the nearest whole number), and (B) the exercise price of each such Assumed Option shall be determined by dividing the exercise price of the Option by the Conversion Ratio (with such exercise price rounded up to the nearest pennx); xrovided further, however, that, in the case of any Option to which Code Section 421 applies by reason of its qualification under any of Code Sections 422-424, the option exercise price, the number of shares that may be acquired pursuant to such option and the terms and conditions of exercise of such Option shall be determined to comply with Code Section 425(a), and (ii) each Warrant (as defined in Section 2.02), whether or not then exercisable, will be converted into a right to acquire shares of Parent Common Stock determined by multiplying Stock, subject to terms and conditions materially equivalent, in the reasonable judgment of the Board of Directors of Parent, to the terms and conditions set out in such Warrant; provided, that (xiii) the number of shares of Target Parent Stock subject to such right shall be determined by multiplying the number of shares of Company Common Stock subject to such Target Option or Target Warrant immediately prior to by the Effective Time, by Conversion Ratio (y) the Exchange Ratio; and (ii) the exercise price per with such share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (number rounded down to the nearest one-hundredth of a cent) equal to whole number); and (xiv) the exercise price per share of Target Common Stock subject to such Target Option or Target right shall be determined by dividing the exercise price of such Warrant prior to by the Effective Time, divided by (y) the Exchange Conversion Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes the Assumed Options. As soon as practicable after the Effective Time., Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) or a post-effective amendment to the Registration Statement, with respect to the shares of Parent Stock subject to the Assumed Options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses in connection therewith) for so long as any Assumed Options remain outstanding

Options and Warrants. (a) Immediately At least 30 days before the Effective Time, the Board of Directors of the Company shall (i) adopt resolutions providing that each Option (other than a Converted Option) outstanding immediately prior to the Closing, each outstanding option Effective Time shall ("Target Options"A) become fully vested and exercisable into shares as of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (yB) entitle the Exchange Ratio; and (ii) holder, without payment of the exercise price per share of Parent Common Stock for Shares subject to any Target Option such Option, to receive in cash, without interest, from the Surviving Company at the Closing, an amount equal to the product of (I) the number of unissued Shares subject to such Option, and (II) the excess, if any, of the Merger Consideration over the per-share exercise price for Shares subject to such Option, such product to be reduced by the amount of withholding or Target Warrant at other taxes required by law to be withheld with respect to the exercise of such Option, and after (C) be cancelled as of the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to if such Target Option or Target Warrant is not exercised immediately prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) ; and (bii) aboveprovide, or cause to be provided, to the holder of each Option (other than a Converted Option), a notice of cancellation of such Option as of and after the Effective Time, each Target Time and the right of the holder to exercise such Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect of immediately prior to the Effective Time provided notice of such exercise is given by the Option holder to the Company during the 30-day period preceding the Effective Time. (including, but not limited to, the acceleration of exercisability or conversion, b) Except as applicableprovided in Section 2.3(d) below, as of the date Effective Time, each outstanding Converted Option granted by the Company, whether or not then exercisable, shall be modified to provide for cancellation as of approval the Effective Time in consideration of the holder of such Converted Option receiving from the Surviving Company a Subordinated Note of the Surviving Company in an amount equal to the product of (i) the number of unissued Shares subject to such Converted Option at the time of such cancellation, and (ii) the excess, if any, of the Merger Consideration over the per-share exercise price for Shares subject to such Converted Option at the time of such cancellation, such product to be reduced by the shareholders amount of withholding or other taxes required by law to be withheld with respect to the cancellation of such Converted Option and the receipt of the Company)Subordinated Note of the Surviving Corporation. (c) Except as provided in Sections 2.3(d) below, but giving effect as of the Effective Time, each outstanding Warrant granted by the Company shall be cancelled as of the Effective Time in consideration of payment to the Merger holder thereof, in cash, without interest, from the Surviving Company of an amount equal to the product of (it being understood that any performance criteria i) the number of unissued Shares subject to which such Target OptionWarrant at the time of such cancellation, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect (ii) the consummation excess, if any, of the Merger)Merger Consideration over the per-share exercise price for Shares subject to such Warrant, such product to be reduced by the amount (if any) of withholding or other taxes required by law to be withheld with respect to amounts received upon the cancellation of such Warrant. (d) Parent Notwithstanding any other provision of this Section 2.3 to the contrary, payment of any consideration shall take all corporate action necessary be withheld with respect to reserve for issuance any Option, Converted Option or Warrant, as applicable, until the holder of such Option, Converted Option or Warrant, as applicable, shall have delivered to the Company any consent to the foregoing cancellation and payment that is required pursuant to the terms and conditions of any Option, Converted Option or Warrant, in a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options form reasonably satisfactory to the Purchaser and Target Warrants Notes after the Effective TimeCompany.

Options and Warrants. (ai) Immediately prior to RSI will take all action necessary -------------------- such that, at the ClosingEffective Time, each outstanding option ("Target Options") exercisable into granted by RSI to purchase shares of Target RSI Common Stock which is outstanding and exercisable immediately prior thereto shall cease to represent a right to acquire shares of RSI Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares an option to purchase shares of JPFI Common Stock in accordance with Section 1.2(a)(iii) an amount and at an exercise price determined as provided below (and otherwise, in the case of options, subject to the terms of the Merger Agreement.RSI Stock Plans (as defined in Section 3.1(c)) and the agreements evidencing grants thereunder) (the "Assumed Options"): (b1) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the The number (rounded down to the nearest whole number) of shares of Parent JPFI Common Stock determined by multiplying (x) to be subject to the new option shall be equal to the product of the number of shares of Target RSI Common Stock subject to the original option and the Exchange Ratio, provided that any fractional shares of JPFI Common Stock -------- resulting from such Target Option or Target multiplication shall be rounded to the nearest whole share; and (2) The exercise price per share of JPFI Common Stock under the new option shall be equal to the exercise price per share of RSI Common Stock under the (ii) The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. The duration and other terms of the new options shall be the same as the original options except that all references to RSI shall be deemed to be references to JPFI. (iii) At the Effective Time, the warrants, dated May 17, 1996, between RSI and each of Teachers Insurance and Annuity Association of America, the Nippon Credit Bank, Ltd. and Dresdner Bank AG (each, an "Assumed Warrant") shall be assumed by JPFI and shall constitute a warrant to acquire, otherwise on the same terms and conditions as were applicable under such Assumed Warrant, a number of shares of JPFI Common Stock equal to the number of JPFI Common Shares that a holder of such Assumed Warrant would have received in the Merger if such holder had exercised such Assumed Warrant for shares of RSI Common Stock immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise at a price per share equal to the aggregate exercise price for the shares of Parent RSI Common Stock subject to any Target Option or Target thereto divided by the number of JPFI Common Shares that a holder of such Assumed Warrant at and after would have received in the Effective Time shall be an amount (rounded down to the nearest one-hundredth Merger if such holder had exercised such Assumed Warrant for shares of a cent) equal to (x) the exercise price per share of Target RSI Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio. (civ) Other than As soon as provided in subsections (a) and (b) above, as of and after practicable following the Effective Time, each Target Option JPFI shall deliver, upon due surrender of the Assumed Options and Target Warrant then outstanding shall be subject Assumed Warrants, to holders of Assumed Options and Assumed Warrants appropriate option and warrant agreements representing the right to acquire JPFI Common Stock on the same terms and conditions as contained in effect immediately prior the Assumed Options and Assumed Warrants (except as otherwise set forth in this Section 2.1(e)). Except as expressly contemplated herein, JPFI shall comply with the terms of the RSI Stock Plans as they apply to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent Assumed Options. JPFI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent JPFI Common Stock for delivery upon exercise of Target the Assumed Options and Target Assumed Warrants Notes after in accordance with this Section 2.1(e). JPFI shall file a registration statement on Form S-8 (or any successor form) or on another appropriate form, effective as of, or reasonably promptly following, the Effective Time, with respect to JPFI Common Stock subject to the Assumed Options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the Assumed Options remain outstanding and exercisable. With respect to those individuals who, subsequent to the Effective Time, will be subject to the reporting requirements of Section 16 of the Exchange Act, JPFI shall administer the Hudston Stock Plans, where applicable, in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

Options and Warrants. (a) Immediately prior When each Buyer delivers certificates for such Buyer’s Purchase Price Securities as described in Section 4.3, any and all outstanding options to the Closingpurchase capital stock of Mojo issued by Mojo that remain unexercised (“Mojo Options”), each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunvested, shall immediately become vested in full be canceled and either exercised exchanged for options to purchase capital stock of SBSI (“SBSI Options”) without further action by the holder thereof prior thereof. Each SBSI Option shall constitute an option to Closing or acquire such number and kind of shares of capital stock of SBSI as is equal to the number and kind of shares of capital stock of Mojo subject to the unexercised portion of the Mojo Option. The exercise price per share of each SBSI Option shall be deemed equal to the exercise price of the Mojo Option. Such SBSI Options shall be subject to any equity plan of Mojo under which they were originally issued, and that plan’s terms, exercisability, vesting schedule, which plan shall be adopted and assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger AgreementSBSI. (b) At As soon as practicable after Buyer’s delivery of certificates for such Buyer’s Purchase Price Securities, SBSI shall take appropriate actions to collect the Mojo Options and after the Effective Time: (i) each Target Option agreements evidencing the Mojo Options, which shall be deemed to be canceled and Target Warrant then outstanding shall entitle the holder thereof only to acquire exchange the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange RatioMojo Options for SBSI Options. (c) Other than When each Buyer delivers certificates for such Buyer’s Purchase Price Securities as provided described in subsections Section 4.3, any and all outstanding warrants to purchase capital stock of Mojo issued by Mojo that remain unexercised (a“Mojo Warrants”) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be canceled and exchanged for warrants to purchase capital stock of SBSI (“SBSI Warrants”) without further action by the holder thereof. Each SBSI Warrant shall constitute a warrant to acquire such number and kind of shares of capital stock of SBSI as is equal to the number and kind of shares of capital stock of Mojo subject to the unexercised portion of the Mojo Warrant, on substantially the same terms and conditions as in effect immediately prior the Mojo Warrant. The exercise price per share of each SBSI Warrant shall be equal to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as exercise price of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)Mojo Warrant. (d) Parent As soon as practicable after Buyer’s delivery of certificates for such Buyer’s Purchase Price Securities, SBSI shall take appropriate actions to collect the Mojo Warrants and the agreements evidencing the Mojo Warrants, which shall be deemed to be canceled and shall entitle the holder only to exchange the Mojo Warrants for SBSI Warrants. (e) SBSI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock SBSI capital stock for delivery upon exercise of Target (i) the SBSI Options to be issued for the Mojo Options and Target (ii) the SBSI Warrants Notes after to be issued for the Effective TimeMojo Warrants, in accordance with this Section.

Options and Warrants. (a) Immediately prior As of the Effective Time, all (i) options granted by PRI to the Closing, each outstanding purchase its Common Stock pursuant to its stock option plans or otherwise ("Target OptionsPRI OPTIONS") exercisable into shares of Target and (ii) warrants granted by PRI to purchase its Common Stock and each warrant ("Target WarrantsPRI WARRANTS") exercisable into shares of Target Common Stock ), whether vested or unvested, whether or not vestedexercisable, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by ParentXxxxxx. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and Immediately after the Effective Time: (i) , each Target PRI Option and Target PRI Warrant then outstanding immediately prior to the Effective Time shall entitle be deemed to constitute an option or warrant to acquire, on the holder thereof to acquire same terms and conditions as were applicable under such PRI Option or PRI Warrant at the Effective Time, the number of shares of Xxxxxx Common Stock equal to the number of shares of PRI Common Stock subject to the unexercised portion of such PRI Option or PRI Warrant multiplied by the Exchange Ratio (rounded down to the nearest whole number) share). The exercise price per share of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to each such Target assumed PRI Option or Target PRI Warrant shall be equal to the exercise price of such PRI Option or PRI Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount Ratio (rounded down up to the nearest one-hundredth cent). The terms, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of a centthe Code, if applicable, and all of the other terms of the PRI Options and PRI Warrants shall otherwise remain unchanged. Without limiting the foregoing, for purposes of determining vesting of the PRI Options and otherwise, employees of Xxxxxx or the Surviving Corporation will be credited for their full term during which they were employed by PRI to the extent relevant under the terms of their respective options. (b) equal to (x) the exercise price per share Before or as of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) PRI shall take all necessary actions with respect to the Exchange RatioPRI Options and PRI Warrants under the plans and instruments governing such PRI Options and PRI Warrants, if any, to provide for the conversion of the PRI Options and PRI Warrants into options and warrants to acquire shares of Xxxxxx Common Stock in accordance with this Section 3.4. (c) Other than As soon as provided in subsections (a) and (b) above, as of and practicable after the Effective Time, each Target Option Xxxxxx shall deliver to the holders of PRI Options and Target Warrant then outstanding PRI Warrants appropriate notices setting forth such holders' rights pursuant to such PRI Options and PRI Warrants, as amended by this Section 3.4, and the agreements evidencing such PRI Options and PRI Warrants shall be subject to continue in effect on the same terms and conditions as in effect immediately prior (subject to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergeramendments provided for in this Section 3.4). (d) Parent Xxxxxx shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Xxxxxx Common Stock for delivery upon exercise of Target the PRI Options and Target PRI Warrants Notes after assumed in accordance with this Section 3.4. Before the Effective Time, Xxxxxx shall file one or more registration statements on Form S-8 (or any successor or other appropriate form) under the Securities Act with respect to all shares of Xxxxxx Common Stock subject to PRI Options that may be registered on a Form S-8, and shall use commercially reasonable efforts to maintain the effectiveness of any such registration statement for so long as such PRI Options remain outstanding.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options to purchase Company Shares issued by the ClosingCompany, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunvested, shall immediately become vested in full be canceled and either exercised exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof prior to Closing or be deemed assumed by Parentthereof. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof Each Parent Option shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof constitute an option to acquire the such number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) as is equal to the number of shares of Target Common Stock Company Shares subject to the unexercised portion of the Option multiplied by the Common Conversion Ratio (with any fraction resulting from such Target Option or Target Warrant immediately prior multiplication to be rounded to the Effective Timenearest whole number, by (y) and with 0.5 shares rounded upward to the Exchange Ratio; and (ii) the nearest whole number). The exercise price per share of each Parent Option shall be equal to the exercise price of the Parent Option prior to conversion divided by the Common Conversion Ratio. Such Parent Options shall be subject to the Company’s Option Plan, and that plan’s terms, exercisability, vesting schedule, which plan shall be adopted and assumed by the Parent at Closing. (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for Parent Options in the Parent. (c) Any and all outstanding Warrants to purchase capital stock of the Company which remain unexercised shall terminate as of the Effective Date and the Parent shall, at Closing, issue new warrants (the “Parent Warrants”) in substitution for the Warrants, on substantially the same terms and conditions of the Warrants, but representing the right to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Warrant multiplied by the Common Conversion Ratio (with any Target Option or Target Warrant at and after the Effective Time shall fraction resulting from such multiplication to be an amount (rounded down to the nearest one-hundredth of a cent) equal whole number, and with 0.5 shares rounded upward to (x) the nearest whole number). The exercise price per share of Target Common Stock subject each Parent Warrant shall be equal to such Target Option or Target the exercise price of the Parent Warrant prior to the Effective Time, substitution divided by (y) the Exchange Common Conversion Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target (i) the Parent Options to be issued for the Options and Target (ii) the Parent Warrants Notes after to be issued for the Effective TimeWarrants, in accordance with this Section 1.8.

Options and Warrants. (a) Immediately As of the Effective Time, all options to purchase Class B Shares issued by the Company ("Old Options"), whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Buyer Common Stock ("New Options") but only to the extent the holder of such options had elected in writing prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by Effective Time to exchange the holder thereof prior to Closing or be deemed assumed by Parent. In Old Options for the event that any Target New Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and herewith. Immediately after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle , the holder thereof of an Old Option so electing will be entitled to exchange his or her Old Option for a New Option in the Buyer. The New Option shall constitute an option to acquire such number of shares of Buyer Common Stock as is equal to the number of Class B Shares subject to the unexercised portion of the Old Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the ). The exercise price per share of Parent Common Stock subject to any Target each New Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to $1.00. The New Options shall be granted under Buyer's 2004 Stock Option Plan and that plan's terms, exercisability, vesting schedule, and status as an "incentive stock option" under Section 422 of the Code, if applicable. (xb) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to As soon as practicable after the Effective Time, divided by (y) the Exchange RatioBuyer or the Surviving Corporation shall take appropriate actions to collect the Old Options and the agreements evidencing the Old Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Options for New Options in the Buyer. (c) Other than as provided in subsections (a) and (b) above, as of and Immediately after the Effective Time, each Target holder of an Old Option and Target Warrant then outstanding not electing to receive a New Option as provided in Section 1.8(a) above will be entitled to exchange his or her Old Option for an option to purchase shares of the Acquisition Subsidiary's Class B Non-Voting Common Stock ("Non-Electing Options"). The Non-Electing Options shall be constitute an option to acquire such number of shares of the Acquisition Subsidiary's Class B Non-Voting Common Stock as is equal to the number of Class B Shares subject to the same terms and conditions as in effect immediately prior unexercised portion of the Old Option. The exercise price per share of the Non-Electing Option will be equal to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as exercise price of the date of approval of the Merger by the shareholders of the Company)Old Option and its terms, but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, exercisability and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)vesting schedule shall remain unchanged. (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock for delivery upon exercise of Target the New Options and Target Warrants Notes after to be exchanged for Old Options in accordance with this Section 1.8. (e) The Company shall cause the termination, as of the Effective Time, of any and all outstanding warrants to purchase capital stock of the Company (the "Warrants") which remain unexercised.

Options and Warrants. (a) Immediately Set forth on Schedule 1.6(a) is a list of the holders of each outstanding option exercisable for shares of Common Stock (“Company Options”). At the Effective Time, each Vested Option that is outstanding immediately prior to the ClosingEffective Time will, each outstanding by virtue of the Merger and without the need for any further action on the part of the holder thereof, cease to be an option ("Target Options") exercisable into to purchase shares of Target Common Stock and each warrant be cancelled in exchange for the right to receive an amount of cash equal to the product obtained by multiplying ("Target Warrants"1) exercisable into shares the sum of Target Common Stock whether vested or not vested(A) Per Share Closing Amount, shall immediately become vested in full (B) the Per Share Holdback Amount (if any), (C) the Per Share Adjustment Amount (if any) and either exercised (D) the Per Share Escrow Amount (if any) less the per share exercise price of the Vested Option, by (2) the holder thereof prior number of Shares subject thereto, as more fully set forth on Schedule 1.6(a). Notwithstanding the foregoing, payment of the amounts of Escrow Amount, if any, to Closing or be deemed assumed by Parent. In the event that any Target holders of Vested Company Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares made on the same schedule and under the same terms and conditions as apply to payment of the Escrow Amounts to Stockholders generally but no later than five (5) years after the Effective Time in accordance with U.S. Treas. Reg. Section 1.2(a)(iii) 1.409A-3(i)(5)( iv)(A). At the Effective Time, the Company shall pay to each holder of Vested Options the portion of the Initial Cash Merger AgreementConsideration to which he or she is entitled pursuant to this Section 1.6(a), less applicable Taxes required to be withheld with respect to such payments. (b) At and after the Effective Time: , each then-outstanding unvested option exercisable for shares of Common Stock (i“Unvested Company Options”) each Target Option shall, by virtue of the Merger, and Target Warrant then outstanding shall entitle without the need for any further action on the part of the holder thereof (except as expressly provided herein), be assumed by Parent for the right to acquire the number (rounded down receive an amount of cash equal to the nearest whole number) of shares of Parent Common Stock determined product obtained by multiplying (x1) the Per Share Common Amount less the per share exercise price of the Unvested Company Option, by (2) the number of shares Shares subject thereto (the “Unvested Consideration”), which amount shall vest according to the same vesting schedule applicable to the Unvested Company Option as of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time. Parent shall pay the vested portion of the Unvested Consideration on March 31, by (y) June 30, September 30 and December 31 of each year or, if earlier, upon the Exchange Ratio; and (ii) termination of the exercise price per share of Parent Common Stock subject recipient’s service, less applicable Taxes required to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject withheld with respect to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratiopayments. (c) Other than as provided in subsections (a) and (b) above, as of and after At the Effective Time, each Target Option of the Comerica Warrants shall cease to be a warrant to purchase shares of Series B Preferred Stock and Target Warrant then outstanding shall Series C Preferred Stock and be subject cancelled in exchange for the right to receive an amount of cash equal to the same terms and conditions as product obtained by multiplying (1) the sum of the (A) Per Share Closing Amount plus, in effect immediately prior the case of the warrant to the Effective Time (including, but not limited topurchase shares of Series B Preferred Stock, the acceleration of exercisability or conversionSeries B Preference Amount applicable to such warrant, as applicable, as of (B) the date of approval of the Merger by the shareholders of the CompanyPer Share Holdback Amount (if any), but giving effect to (C) the Merger Per Share Adjustment Amount (it being understood that any performance criteria to which if any) and (D) the Per Share Escrow Amount (if any) less the per share exercise price of such Target Optionwarrant, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect (2) the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after Shares subject thereto. At the Effective Time, the Company shall pay to each holder of Comerica Warrants the portion of the Initial Cash Merger Consideration to which it is entitled pursuant to this Section 1.6(c) less any amounts required to be withheld by Law.

Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested At or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, CCA and StorCOMM will take all action necessary such that each StorCOMM Stock Option and StorCOMM Warrant that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of StorCOMM Common Stock and shall be converted into an option or warrant, as applicable, to purchase shares of CCA Common Stock in an amount and at an exercise price (in the case of a StorCOMM Stock Option) and at a purchase price (in the case of the StorCOMM Warrant) determined as provided below (and otherwise subject to the terms of the appropriate StorCOMM Stock Plan pursuant to which such option has been issued and the agreements evidencing grants thereunder or otherwise subject to the terms of the StorCOMM Warrant, as applicable): (i) The number of shares of CCA Common Stock to be subject to the new option or the new warrant, as applicable, shall be equal to the product of the number of shares of StorCOMM Common Stock subject to the original option or the original warrant, as applicable, multiplied by (y) the Exchange Ratio, provided that any fractional shares of CCA Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price or purchase price, as applicable, per share of CCA Common Stock under the new option or the new warrant, as applicable, shall be equal to the exercise price per share of Parent StorCOMM Common Stock subject to any Target Option or Target Warrant at and after under the Effective Time shall be an amount original option (rounded down to or, in the nearest one-hundredth case of a cent) equal to (x) warrant, the exercise purchase price per share of Target StorCOMM Common Stock subject to such Target Option or Target Warrant prior to under the Effective Time, original warrant) divided by (y) the Exchange Ratio, provided that such exercise price (or purchase price) shall be rounded to the nearest whole cent. (c) Other than as provided in subsections (a) and (b) aboveThe adjustment provided herein with respect to any options that are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as of and after amended (the Effective Time, each Target Option and Target Warrant then outstanding “Code”)) shall be subject and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same terms and conditions as the original option, except that all references to StorCOMM shall be deemed to be references to CCA (but taking into account any changes thereto, including acceleration thereof, provided for in effect immediately prior to the Effective Time (including, but not limited to, StorCOMM Stock Plan by reason of this Agreement or the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergertransactions contemplated hereby). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. It is acknowledged and agreed by all of the parties hereto that: (a) Immediately prior to At the Closing, each Employee Option (other than the Xxxxx Option) that is outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock unexercised under the Plan immediately prior to the Effective Date and is not “cashed-out” pursuant to Section 2.2(b), whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In Buyer and converted into an option to purchase Buyer Common Stock, and Buyer shall assume the event that any Target Options Plan and Target Warrants are exercised by the holder thereof prior to or simultaneous each such Employee Option in accordance with the Closing, all shares terms (as in effect as of Target the Effective Date) of the Plan and the terms of the stock option agreement by which such Employee Option is evidenced. All rights with respect to Company Common Stock issued upon exercise thereof under Employee Options assumed by Buyer shall thereupon be converted into Parent Shares in accordance rights with Section 1.2(a)(iii) of the Merger Agreement. (b) At respect to Buyer Common Stock. Accordingly, from and after the Effective Time: Closing: (i) each Target Employee Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock; (ii) from and Target Warrant then outstanding shall entitle after the holder thereof to acquire Closing, the number of shares of Buyer Common Stock subject to each Employee Option assumed by Buyer shall be determined by dividing (rounded A) the respective Employee Optionholder’s Pro Rata Percentage (less any Pro Rata Percentage attributable to such Employee Optionholder’s ownership of Company Stock or Company Warrants) of the Total Consideration Amount by (B) the Trailing Average Share Price calculated as of the Effective Date and rounding the resulting number down to the nearest whole number) number of shares of Parent Buyer Common Stock determined by multiplying Stock; provided, however, that (xiii) prior to the Hold-Back Payment Date, such Employee Option shall not be exercisable for the number of shares of Target Buyer Common Stock subject to each Employee Option assumed by Buyer determined by dividing (A) the respective Employee Optionholder’s Pro Rata Percentage (less any Pro Rata Percentage attributable to such Employee Optionholder’s ownership of Company Stock or Company Warrants) of the Hold-Back Amount by (B) the Trailing Average Share Price calculated as of the Effective Date and rounding the resulting number down to the nearest whole number of shares of Buyer Common Stock; provided, further, that (iv) if, when any Employee Option would otherwise become exercisable for shares of Buyer’s Common Stock pursuant to Section 2.2(a)(iii), there shall exist a good faith claim by Buyer to exercise the Offset Right, such Employee Option shall not become exercisable for all or a portion of such shares as determined by Buyer (in its reasonable discretion) to represent the Damages at issue (including, if applicable, as to any specific Employee Optionholder) until such time as the claim has been perfected, in which case the Offset Right shall apply against such portion of the shares at issue and such Employee Option shall become exercisable for the balance of any withheld portion (if applicable) as contemplated by this Agreement; (v) the per share exercise price for the Buyer Common Stock issuable upon exercise of each Employee Option assumed by Buyer shall be determined by dividing (A) the aggregate exercise price for all shares of Company Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective TimeEmployee Option, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Closing, by (B) the aggregate number of shares of Buyer Common Stock that are potentially subject to such Employee Option (as determined pursuant to clause (ii) above), rounding the resulting exercise price up to the nearest whole cent; and (vi) any restriction on the exercise of any Company Option assumed by Buyer shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Employee Option shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of any Employee Option, such Employee Option assumed by Buyer in accordance with this Section 2.2(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 with respect to Buyer Common Stock subsequent to the Closing; and (B) the Buyer Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Board of Directors or any committee thereof with respect to each Employee Option assumed by Buyer. (b) each Non-Employee Option outstanding under the Plan immediately prior to the Effective Time Date and each Employee Option that is not to be assumed by Buyer pursuant to Section 2.2(a) has been “cashed out” in accordance with Section 9(a)(iii) of the Plan prior to the Closing (includingdefined below), but not limited to, the acceleration of exercisability or conversionand each Non-Employee Optionholder and Employee Optionholder, as applicable, has as a result thereof become (i) the holder of Company Common Stock as set forth on Schedule 1 attached hereto, (ii) entitled to the date consideration payable to a “Seller” hereunder, calculated pursuant to Section 2.1(b)(i) based on such Non-Employee Optionholder’s or Employee Optionholder’s Pro Rata Percentage as set forth on Schedule 1 attached hereto, and (iii) obligated as a “Seller” under the terms of approval of this Agreement; (c) The Xxxxx Option has been terminated prior to the Merger by Closing (the shareholders of the Company“Option Termination”), but giving effect and Xxxx Xxxxx shall not be entitled to the Merger (it being understood that any performance criteria consideration whatsoever with respect to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger).option; (d) Parent shall take all corporate action necessary Xxxxxx Xxxxxxx, in respect of the Xxxxxxx Warrant, has prior to reserve for issuance the Closing and as a sufficient result of the Xxxxxxx Warrant Conversion (defined below) become (i) the holder of shares of Common Stock as set forth on Schedule 1 attached hereto (i.e., a number of shares of Parent Company Common Stock for delivery upon exercise determined by subtracting (x) the quotient obtained by dividing (A) $13,000 by (B) the Potential Per Share Consideration After Preferred Dividends, from (y) 100,000 (the “Xxxxxxx Warrant Conversion”)), (ii) entitled to the consideration payable to a “Seller” hereunder, calculated pursuant to Section 2.1(b)(i) based on his Pro Rata Percentage as set forth on Schedule 1 attached hereto, and (iii) obligated as a “Seller” under the terms of Target Options this Agreement; and (e) each of the Company Warrants held by the Company Warrantholders as well the Company Warrant held by the Legacy Strategy Group, LLC (i.e., all Company Warrants other than the Xxxxxxx Warrant) has been terminated prior to the Closing (the “Warrant Termination”), and Target Warrants Notes after the Effective TimeCompany Warrantholders shall not be entitled to any consideration whatsoever with respect to such warrants.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options to purchase Company Shares issued by the ClosingCompany, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunvested, (the “Old Options”) shall immediately automatically become vested in full and either exercised options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof prior thereof. The Parent Option shall constitute an option to Closing or be deemed assumed by Parent. In acquire such number of shares of Parent Common Stock as is equal to the event that any Target Options and Target Warrants are exercised number of Company Shares subject to the unexercised portion of the Old Option multiplied by the holder thereof prior GF Common Conversion Ratio (with any fraction resulting from such multiplication to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number). The exercise price per share of each Parent Option shall be equal to the exercise price of the Old Option divided by the GF Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole number) and the terms of such Parent Options shall otherwise remain the same. The Parent Options shall be granted under the 2004 Plan (as defined herein), which shall be adopted and assumed in writing by the Parent in connection with the GF Merger, and the 2004 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. (b) As soon as practicable after the Effective Time, the Parent or the GF Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for Parent Options in the Parent. (c) 804,188 shares of Parent Common Stock determined by multiplying shall be reserved for issuance under the 2004 Plan and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.8. No additional Options shall at any time hereafter be granted under the 2004 Plan. (xd) Prior to the Effective Time, the Company will solicit the approval of the holders of the Warrants granted pursuant to those certain Warrant Purchase Agreements dated as of October 21, 2004 and those certain Consulting Agreements dated as of May 1, 2003 (collectively referred to as the “Old Warrants”) to amend their Warrant rights on the following terms: upon the Closing of the GF Merger, a new Warrant (the “New Warrants”) to purchase shares of Parent Common Stock will be granted to each holder of the Old Warrants that has consented in writing to such amendment representing the number of Company Shares subject to the unexercised portion of the Old Warrant multiplied by the GF Common Conversion Ratio, and otherwise on substantially the same terms as the Old Warrants; provided, that the exercise price of the New Warrants shall be equal to the exercise price of the Old Warrants, divided by the GF Common Conversion Ratio. 80,510 shares of Target Parent Common Stock subject shall be reserved for issuance upon the exercise of the New Warrants. As of the Effective Time, any and all outstanding Warrants to such Target Option purchase capital stock of the Company, whether vested or Target Warrant immediately unvested, shall be canceled. (e) In the event that any issued and outstanding Old Options or Old Warrants are exercised prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share number of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time outstanding Company Shares shall be an amount (rounded down to increased by the nearest one-hundredth number of a cent) equal to (x) Company Shares issued upon exercise of Old Options or Old Warrants, and the exercise price per share number of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) outstanding Old Options and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding Old Warrants shall be subject to reduced by the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversionnumber, as applicable. Further, as of the date of approval of GF Common Conversion Ratio shall be adjusted accordingly, resulting in a decrease in the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient aggregate number of shares of Parent Common Stock reserved for delivery issuance upon exercise of Target the Parent Options and Target Warrants Notes after New Warrants, and a proportionate increase in the number of shares of Parent Common Stock issuable to Company Stockholders at the Effective Time. Accordingly, regardless of the exercise of any Old Option or Old Warrant, the total number of shares of Parent Common Stock issuable to Company Stockholders, and, upon exercise, to the holders of Parent Options and New Warrants, in connection with the Merger (in accordance with Section 1.5 and this Section 1.8) shall remain 4,500,000 shares of Parent Common Stock. (f) There are no outstanding options, warrants or other rights to acquire ITD Shares.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options, whether vested or unvested, and any Option Plan, insofar as it relates to Options outstanding under such Option Plan as of the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised be assumed by the holder thereof prior to Closing or be deemed assumed by ParentBuyer. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and Immediately after the Effective Time: (i) , each Target Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire, on the same terms and Target Warrant then outstanding shall entitle conditions as were applicable under such Option at the holder thereof Effective Time, such number of Buyer Common Shares as is equal to acquire the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (rounded up to the nearest whole cent). The term, exercisability, vesting schedule and all of the other terms of the Options shall otherwise remain unchanged. (b) As of shares of Parent Common Stock determined the Effective Time, all Warrants that were outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by multiplying (x) the Buyer. Immediately after the Effective Time, each Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such Warrant at the Effective Time, such number of shares of Target Buyer Common Stock Shares as is equal to the number of Common Shares subject to the unexercised portion of such Target Option Warrant multiplied by the Common Conversion Ratio (with any fraction less than one-half resulting from such multiplication to be rounded down to the nearest whole number and any fraction of one-half or Target more resulting from such multiplication to be rounded up to the nearest whole number). The exercise price per share of each such assumed Warrant shall be equal to the exercise price of such Warrant immediately prior to the Effective Time, divided by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount Conversion Ratio (rounded down as provided above to the nearest one-hundredth whole cent). The term, exercisability, vesting schedule, and all of a cent) equal to (x) the exercise price per share other terms of Target Common Stock subject to such Target Option or Target the Warrant prior to the Effective Time, divided by (y) the Exchange Ratioshall otherwise remain unchanged. (c) Other than As soon as provided in subsections (a) and (b) above, as of and practicable after the Effective Time, each Target the Buyer or the Surviving Corporation shall deliver to the holders of Options and Warrants appropriate notices setting forth such holders' rights pursuant to such Options or Warrants, as applicable, as amended by this Section 1.9, and the agreements evidencing such Options or Warrants, as applicable, and that such Option and Target Warrant then outstanding or Warrants shall be subject to continue in effect on the same terms and conditions as in effect immediately prior (subject to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which amendments provided for in this Section 1.9 and such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergernotice). (d) Parent The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Buyer Common Stock Shares for delivery upon exercise of Target the Options and Target Warrants Notes assumed in accordance with this Section 1.9. Within 10 business days after the Effective Time, the Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act with respect to all Buyer Common Shares subject to the Options that may be registered on a Form S-8, and shall use its Reasonable Best Efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding. (e) The Company shall obtain, prior to the Closing, the consent from each holder of an Option or a Warrant to the amendment of such Option or Warrant pursuant to this Section 1.9 (unless such consent is not required under the terms of the applicable agreement, instrument or plan).

Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested At or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, Conexant and GlobespanVirata will take all action necessary such that each GlobespanVirata Stock Option and GlobespanVirata Warrant that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of GlobespanVirata Common Stock and shall be converted into an option or warrant, as applicable, to purchase shares of Conexant Common Stock in an amount and at an exercise price (in the case of a GlobespanVirata Stock Option) and at a purchase price (in the case of the GlobespanVirata Warrant) determined as provided below (and otherwise subject to the terms of the appropriate GlobespanVirata Stock Plan pursuant to which such option has been issued and the agreements evidencing grants thereunder or otherwise subject to the terms of the GlobespanVirata Warrant, as applicable): (i) The number of shares of Conexant Common Stock to be subject to the new option or the new warrant, as applicable, shall be equal to the product of the number of shares of GlobespanVirata Common Stock subject to the original option or the original warrant, as applicable, multiplied by (y) the Exchange Ratio, provided that any fractional shares of Conexant Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price or purchase price, as applicable, per share of Conexant Common Stock under the new option or the new warrant, as applicable, shall be equal to the exercise price per share of Parent GlobespanVirata Common Stock subject to any Target Option or Target Warrant at and after under the Effective Time shall be an amount original option (rounded down to or, in the nearest one-hundredth case of a cent) equal to (x) warrant, the exercise purchase price per share of Target GlobespanVirata Common Stock subject to such Target Option or Target Warrant prior to under the Effective Time, original warrant) divided by (y) the Exchange Ratio, provided that such exercise price (or purchase price) shall be rounded to the nearest whole cent. (c) Other than as provided in subsections (a) and (b) aboveThe adjustment provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as of and after amended (the Effective Time, each Target Option and Target Warrant then outstanding "Code")) shall be subject and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. The duration and other terms of the new option shall be the same terms and conditions as the original option, except that all references to GlobespanVirata shall be deemed to be references to Conexant (but taking into account any changes thereto, including acceleration thereof, provided for in effect immediately prior to the Effective Time (including, but not limited to, GlobespanVirata Stock Plans by reason of this Agreement or the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Mergertransactions contemplated hereby). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options to purchase Company Shares issued by the ClosingCompany, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunvested, shall immediately become vested in full be canceled and either exercised exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof prior to Closing or be deemed assumed by Parentthereof. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof Each Parent Option shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof constitute an option to acquire the such number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) as is equal to the number of shares of Target Common Stock Company Shares subject to the unexercised portion of the Option multiplied by the Common Conversion Ratio (with any fraction resulting from such Target Option or Target Warrant immediately prior multiplication to be rounded to the Effective Timenearest whole number, by (y) and with 0.5 shares rounded upward to the Exchange Ratio; and (ii) the nearest whole number). The exercise price per share of each Parent Option shall be equal to the exercise price of the Company Option prior to conversion divided by the Common Conversion Ratio. Such Parent Options shall be subject to the Company Equity Plan (as defined below) under which it was originally issued, and that plan’s terms, exercisability, vesting schedule, which plan shall be adopted and assumed by the Parent at Closing. (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for Parent Options in the Parent. (c) Any and all outstanding Warrants to purchase capital stock of the Company which remain unexercised shall terminate as of the Effective Date and the Parent shall issue new warrants (the “Parent Warrants”) in substitution for the Warrants, on substantially the same terms and conditions of the Warrants, but representing the right to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Warrant multiplied by the Common Conversion Ratio (with any Target Option or Target Warrant at and after the Effective Time shall fraction resulting from such multiplication to be an amount (rounded down to the nearest one-hundredth of a cent) equal whole number, and with 0.5 shares rounded upward to (x) the nearest whole number). The exercise price per share of Target Common Stock subject each Parent Warrant shall be equal to such Target Option or Target the exercise price of the Warrant prior to the Effective Time, substitution divided by (y) the Exchange Common Conversion Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target (i) the Parent Options to be issued for the Options and Target (ii) the Parent Warrants Notes after to be issued for the Effective TimeWarrants, in accordance with this Section 1.8.

Options and Warrants. (a) Immediately prior Prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time:, the Board of Directors of Company and the Board of Directors of Parent (or, if appropriate, respective committees thereof) shall adopt appropriate resolutions and take such action as may be required, under the Company Option Plan (as defined in Section 2.2) and Parent's 1997 Stock Option Plan (the "Parent Option Plan"), or otherwise, such that, at the Effective Time, (i) each Target Option and Target Warrant (as defined in Section 2.2) issued under the Company Option Plan (a "Plan Option"), whether or not then outstanding shall entitle the holder thereof exercisable, will be converted into an option to acquire shares of Parent Stock, under, and subject to the terms and conditions of, the Parent Option Plan (or, at the election of Parent, subject to the terms and conditions of such Plan Option); provided, that (A) the number of shares of Parent Stock subject to such option at acquire Parent Stock shall be determined by multiplying the number of shares of Company Common Stock subject to such Plan Option by a fraction, of which the numerator shall be $7.85 and the denominator shall be the Exchange Price (with such share number rounded down to the nearest whole number); and (B) the exercise price of such option to acquire Parent Stock shall be determined by multiplying the exercise price of such Plan Option by a fraction, of which the numerator shall be the Exchange Price and the denominator shall be $7.85 (with such exercise price rounded up to the nearest xxxxx), and (ii) each Warrant (as defined in Section 2.2), and each Option other than a Plan Option, whether or not then exercisable, will be converted into a right to acquire shares of Parent Common Stock determined by multiplying Stock, subject to terms and conditions materially equivalent, in the reasonable judgment of the Board of Directors of Parent, to the terms and conditions set out in such Warrant or Option; provided, that (xA) the number of shares of Target Common Parent Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time right shall be an amount (rounded down to determined by multiplying the nearest one-hundredth number of a cent) equal to (x) the exercise price per share of Target Company Common Stock Shares subject to such Target Warrant or Option or Target Warrant prior to by a fraction, of which the Effective Time, divided by (y) numerator shall be $7.85 and the denominator shall be the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.Price;

Options and Warrants. (aA) Immediately Subject to Section 2.5(B), each AFI Option which is outstanding at the Effective Time, whether or not exercisable, shall be cancelled and exchanged for an option exercisable for FBG Common Stock, such that the number of shares of FBG Common Stock subject to such substitute option shall be equal to the number of shares of AFI Common Stock subject to such AFI Option immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised Effective Time multiplied by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the ClosingAFI Exchange Ratio, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole numbershare, and the per share exercise price of the substituted option shall be the exercise price under each such AFI Option adjusted by dividing the per share exercise price under each such AFI Option by the AFI Exchange Ratio and rounding up to the nearest cent. Each outstanding award agreement shall be amended by AFI, as necessary, and AFI shall take all necessary actions, including using its reasonable efforts to obtain from each holder of an AFI Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 2.5, as satisfactory to FBG. (B) AFI, through notice to each holder of AFI Options (an “AFI Option Holder”) sent at least 45 days prior to the Merger Effective Date, shall grant such holders the opportunity (the “Option Election”) to (i) surrender their AFI Options at the Merger Effective Date for a cash payment equal to $2.00 for each share of AFI Common Stock subject to such AFI Option (the “Exercise Election”); or (ii) amend the award agreement governing such AFI Options to provide that such AFI Options shall be exercised on or prior to the later of (x) the second anniversary of the Merger Effective Date and (y) 90 days from the termination of such AFI Option Holder’s employment with, or membership on the Board of Directors of, FBG or Florida Bank, as the case may be (the “Term Extension”). Such Option Election shall occur on or before a date determined by FBG that is not less than 15 days prior to the Merger Effective Date. Notwithstanding the foregoing, if neither the Exercise Election nor the Term Extension is elected by any AFI Option Holder pursuant to this Section 2.5(B), such AFI Option Holder shall be deemed to have elected the Term Extension. (C) FBG, through notice to holders (each, an “AFI Warrant Holder”) of each warrant to purchase shares of Parent AFI Common Stock (each, an “AFI Warrant”) sent at least 45 days prior to the Merger Effective Date, shall grant such holders the opportunity (the “Warrant Election”) to (i) exercise their AFI Warrants at the Merger Effective Date for an exercise price equal to $7.26 for each share of AFI Common Stock subject to the AFI Warrant (the “Warrant Exercise Option”) or (ii) terminate their AFI Warrant in exchange for $1.00 for each share of AFI Common Stock subject to the AFI Warrant (the “Warrant Termination Option”), with such Warrant Election to occur on or before a date determined by multiplying FBG that is not less than 15 days prior to the Merger Effective Date (xsuch date being the “Warrant Election Date”); provided, that the AFI Warrant Holders listed on Schedule 2.5(C) shall not be provided with the Warrant Election. Notwithstanding the foregoing, if neither the Warrant Exercise Option nor the Warrant Termination Option is elected by any AFI Warrant Holder other than AFI Warrants held by the AFI Warrant Holders listed on Schedule 2.5(C), each AFI Warrant held by such AFI Warrant Holder which is outstanding at the Effective Time shall be converted into and become the right to receive FBG Common Stock upon exercise of the AFI Warrant, and FBG shall assume each AFI Warrant, in accordance with the terms of the applicable warrant agreement by which it is evidenced, except that from and after the Effective Time, (i) each AFI Warrant assumed by FBG may be exercised solely for shares of FBG Common Stock (or cash, if so provided under the terms of such AFI Warrant), (ii) the number of shares of Target FBG Common Stock subject to such Target Option or Target AFI Warrant shall be equal to the number of shares of AFI Common Stock subject to such AFI Warrant immediately prior to the Effective TimeTime multiplied by the AFI Exchange Ratio, by and (yiii) the per share exercise price under each such AFI Warrant shall be adjusted by dividing the per share exercise price under each such AFI Warrant by the AFI Exchange Ratio; and Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (ii) of the exercise price per preceding sentence, FBG shall not be obligated to issue any fraction of a share of Parent FBG Common Stock subject to upon exercise of AFI Warrants and any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth fraction of a cent) equal to (x) the exercise price per share of Target FBG Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall that otherwise would be subject to a converted AFI Warrant shall represent the same terms and conditions as in effect immediately prior right to receive a cash payment upon exercise of such converted AFI Warrant equal to the Effective Time (including, but not limited toproduct of such fraction and the difference between the market value of one share of FBG Common Stock at the time of exercise of such converted AFI Warrant and the per share exercise price of such converted AFI Warrant. With respect to those AFI Warrant Holders listed on Schedule 2.5(C), the acceleration of exercisability or conversion, as applicable, as of the date of approval of AFI Warrants held by such AFI Warrant Holders shall expire on the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall Effective Date. AFI will take all corporate action necessary to reserve for issuance a sufficient number amend the outstanding warrant agreements to give effect to the foregoing provisions of shares this Section 2.5, as satisfactory to FBG. Each outstanding warrant agreement will be amended by AFI, as necessary, and AFI shall take all necessary actions, including using its reasonable efforts to obtain from each holder of Parent Common Stock for delivery upon exercise an AFI Warrant any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 2.5, as satisfactory to FBG. A true and complete list of Target Options and Target AFI Warrants Notes after the Effective Timeis set forth in Exhibit 6 of this Agreement.

Options and Warrants. (a) Immediately prior Prior to the ClosingEffective Time, Target shall cause each outstanding and unexpired option or warrant to purchase Shares described in Schedule 2.2 (an "Target Option" and, collectively, the "Options") ), if such Option is exercisable into shares as of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedthe Effective Time, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the 4 14 number of Shares in accordance with Section 1.2(a)(iiisubject to the Option and (ii) the excess, if any, of the Merger Agreement. Consideration over the exercise price per Share of such Option (b) At and after the "Option Consideration"), as contemplated by Section 4.17. Prior to the Effective Time: , the Target shall cause each Option to be converted as described herein, and shall take all steps necessary to give written notice to each holder of an Option that, as applicable: (i) each Target Option and Target Warrant then outstanding all Options which are exercisable as of the Effective Time shall entitle be canceled effective as of the holder thereof to acquire the number Effective Time; (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (xii) the number Option Consideration for such Options which are exercisable as of shares the Effective Time held by such holder shall be payable as described in Section 1.7(b); (iii) all Options which are not exercisable as of Target Common Stock subject to such Target Option or Target Warrant the Effective Time shall be converted, immediately prior to the Effective Time, by to the right to receive, when exercisable, solely the Option Consideration, with such Option otherwise becoming exercisable in accordance with its terms; and (yiv) the Exchange Ratio; andOption Consideration for such Options which are not exercisable as of the Effective Time held by such holder shall be payable as described in Section 1.7(b). The Board of Directors of Target or any committee thereof responsible for the administration of any plans under which Options have been granted shall take any and all action necessary to effectuate matters described in this Section 1.7 and Section 4.17 on or before the Effective Time. (b) The Option Consideration shall be payable by the Surviving Corporation to each holder of Options promptly following the Effective Time, in the case of Options which are exercisable as of the Effective Time, or promptly following exercise, in the case of Options which become exercisable after the Effective Time, only after (i) verification by the Acquiror and the Surviving Corporation of the ownership and terms of the particular Option by reference to the Surviving Corporation's records, and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth delivery of a cent) equal written instrument duly executed by the holder of the applicable Option, in a form provided by the Target and acceptable to Acquiror and setting forth (x) the aggregate number of Options owned by that person and their respective issue dates and exercise price per share prices, (y) a representation by the person that he or she is the owner of Target Common Stock subject all Options described pursuant to clause (x) and that none of those Options has expired or ceased to be exercisable and (z) a confirmation of, and consent to, the cancellation and/or conversion of all Options held by such Target Option or Target Warrant prior to person effective as of the Effective Time, divided as contemplated by (y) the Exchange Ratiothis Section 1.7 and Section 4.17. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding Any amounts payable pursuant to this Section 1.7 shall be subject to the same terms any required withholding of taxes and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may shall be equitably adjusted by Parent to reflect the consummation of the Merger)paid without interest. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options to purchase Company Shares issued by the ClosingCompany, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vestedunvested, shall immediately become vested in full be canceled and either exercised exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof prior to Closing or be deemed assumed by Parentthereof. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof Each Parent Option shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) fully vested as of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option , and Target Warrant then outstanding shall entitle the holder thereof constitute an option to acquire the such number (rounded down to the nearest whole number) of shares of Parent Common Stock determined as is equal to the number of Company Shares subject to the unexercised portion of the Option multiplied by multiplying the Common Conversion Ratio (xwith any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each Parent Option shall be equal to the exercise price of the Option prior to conversion divided by the Common Conversion Ratio. Such Parent Options shall be subject to the Company’s Option Plan, and that plan’s terms, exercisability, vesting schedule, which plan shall be adopted and assumed by the Parent at Closing. On August 17, 2007, the Parent adopted its 2007 Stock Option Plan (the “Parent Option Plan”). (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for Parent Options in the Parent. (c) The Company shall cause the termination, as of the Effective Time, of any and all outstanding Warrants to purchase capital stock of the Company which remain unexercised and the Parent shall, at Closing, issue new warrants (the “Parent Warrants”) in substitution for the Warrants, on substantially the same terms and conditions of the Warrants, except that (i) the number of shares of Target Common Parent Company Stock subject to each unexercised Warrant shall be adjusted by multiplying such Target Option or Target Warrant immediately prior to number by the Effective Time, by (y) the Exchange Ratio; and Common Conversation Ratio and (ii) the exercise price per share of each Parent Common Stock subject to any Target Option or Target Warrant at and after shall remain the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) same as the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger Warrant (i.e., such exercise price shall not be adjusted by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the MergerCommon Conversion Ratio). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target (i) the Parent Options to be issued for the Options and Target (ii) the Parent Warrants Notes after to be issued for the Effective TimeWarrants, in accordance with this Section 1.8.

Options and Warrants. (a) Immediately prior to At the ClosingEffective Time, each outstanding option to purchase Common Stock (each an "Target OptionsOPTION" and collectively, the "OPTIONS") exercisable into shares of Target Common issued pursuant to the Company's 2000 Stock and each warrant Plan (the "Target WarrantsPLAN") exercisable into shares of Target Common Stock ), whether vested or not vestedunvested, and each outstanding warrant to purchase Common Stock (each a "WARRANT") and collectively, the "WARRANTS") shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) the terms of the Merger Agreementthis SECTION 6.10. (ba) At Each Option assumed by Parent under this Agreement shall continue to have, and after be subject to, the same terms and conditions as were applicable to such Option immediately prior to the Effective Time: ; PROVIDED, that (i) each Target such Option and Target Warrant then outstanding shall entitle the holder thereof to acquire be exercisable for the number of Parent Shares determined by MULTIPLYING (A) the number of shares of Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time by (B) the Closing Common Share Amount (rounded down to the nearest whole number) of shares number of Parent Common Stock Shares) and (ii) the per share exercise price for the Parent Shares issuable upon the exercise of such assumed Option shall be determined by multiplying DIVIDING (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii1) the exercise price per share of Parent Common Stock subject at which such Option was exercisable immediately prior to any Target Option or Target Warrant at and after the Effective Time by (2) the Closing Common Share Amount (rounded up to the nearest whole cent); PROVIDED, FURTHER, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("ISOS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be an amount determined in order to comply with Section 424(a) of the Code. (b) Each Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, the Warrants shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any Warrants (unless further action may be required by the terms of any of the Warrants), be assumed by Parent pursuant to such documentation as is reasonably acceptable to the Company and each Warrant so assumed by Parent shall be exercisable upon the same terms and conditions as under the applicable warrant agreements; PROVIDED, that (i) each such Warrant shall be exercisable for the number of Parent Shares determined by MULTIPLYING (A) the number of shares of Common Stock that were issuable upon the exercise of such Warrant immediately prior to the Effective Time by (B) the Closing Common Share Amount (rounded down to the nearest one-hundredth of a centwhole share) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.and

Options and Warrants. (a) Immediately At the Effective Time, the Merged Company shall assume Asure's rights and obligations under each of the outstanding stock options previously granted by Asure to certain of its employees, directors and consultants that are outstanding immediately prior to the Closing, Effective Time (each outstanding such stock option (existing immediately prior to the Effective Time is referred to herein as an "Target Options") exercisable into shares of Target Common Stock Existing Asure Option" and each warrant (such assumed stock option existing immediately after the Effective Time is referred to herein as an "Target WarrantsAssumed Asure Option") exercisable into shares of Target Common Stock whether vested or not vested). Under each Assumed Asure Option, the optionee shall immediately become vested in full and either exercised by have the holder thereof prior right to Closing or be deemed assumed by Parent. In receive from the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the ClosingMerged Company, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) the terms and subject to the conditions of the Existing Asure Option, the Merger Agreement. (b) At and after Consideration that such optionee would have been entitled to receive had the Effective Time: (i) each Target optionee exercised his or her Existing Asure Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by but only in accordance with the terms and conditions of the Existing Asure Option (y) including payment of the Exchange Ratioaggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Asure Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Asure Option; andprovided, however, that the terms of such Existing Asure Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Asure Options as a result of the Merger. Each Assumed Asure Option shall constitute a continuation of the Existing Asure Option, substituting the Merged Company for Asure. (iib) the exercise price per share of Parent Common Stock subject Each Asure Warrant that is outstanding immediately prior to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down and that does not expire at the Effective Time by the terms thereof shall, by virtue of the Merger and pursuant to the nearest one-hundredth terms of the Asure Warrant or with the consent of the majority of the holders thereof, be converted into and exchanged for a cent) equal to (x) Merged Company Warrant exercisable for the exercise price per Conversion Number of Merged Company Shares for each share of Target Merged Company Common Stock subject to such Target Option or Target for which the Asure Warrant is exercisable immediately prior to the Effective Time, divided by (y) at an exercise price per Merged Company Share that has been adjusted in accordance with the Exchange Ratio. (c) Other than terms of the Asure Warrant converted hereunder as provided in subsections (a) a result of the Merger. The Merged Company Warrants shall have the terms and (b) above, as conditions of and after the Asure Warrants converted hereunder. At the Effective Time, each Target Option and Target Warrant then outstanding the Merged Company shall be subject make available to any holders of Asure Warrants converted hereunder a new warrant evidencing the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger)Merged Company Warrant. (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.

Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target HD Option under the HD Stock Option Plan or otherwise, shall by virtue of the Merger, be assumed by Parent. Each HD Option so assumed by Parent under this Agreement will continue to have, and Target Warrant then outstanding shall be subject to to, the same terms and conditions as set forth in effect the HD Stock Option Plan and any other document governing such option immediately prior to the Effective Time (including, but not limited towithout limitation, any repurchase rights or vesting provisions), except that (i) each HD Option will be exercisable (or will become exercisable in accordance with its terms) for that number of Parent Shares equal to the acceleration product of exercisability or conversionthe number of shares of HD Common that were issuable upon exercise of such HD Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded up to the nearest whole number of Parent Shares, and (ii) the per share exercise price for the Parent Shares issuable upon exercise of such assumed HD Option (the “Adjusted Option Price”) shall be equal to the quotient of (A) the aggregate exercise price for the shares of HD Common otherwise purchasable pursuant to such HD Option divided by (B) the aggregate number of Parent Shares deemed purchasable pursuant to such HD Option (each, as applicableso adjusted, as an “Adjusted Option”); provided that such exercise price shall be rounded down to the nearest whole cent, and (iii) any restriction on the exercisability of such HD Option shall continue in full force and effect, and the term, exercisability, vesting schedule, acceleration provisions and other provisions of such HD Option shall remain unchanged. It is the intention of the date parties that the HD Options so assumed by Parent following the Effective Time will remain incentive stock options as defined in Section 422 of approval the Code to the extent such options qualified as incentive stock options prior to the Effective Time. As soon as practicable after the Effective Time, Parent shall issue to each Person who, immediately prior to the Effective Time was a holder of an outstanding HD Option under the HD Stock Option Plan or otherwise, a document evidencing the foregoing assumption of such HD Option by Parent. 33 (b) At the Effective Time, by virtue of the Merger and without the need for any further corporate action, each HD Warrant (other than any HD Warrant held by Parent) outstanding immediately prior to the Effective Time shall be automatically converted into a warrant to acquire, on the same terms and conditions, including registration rights, as were applicable under such HD Warrant immediately prior to the Effective Time, the number of Parent Shares (rounded up to the nearest whole share) determined by multiplying the number of shares of HD Common subject to such HD Warrant (or in the case of HD Warrants to purchase shares of HD Preferred, the number of shares of HD Common issuable upon conversion of such shares of HD Preferred immediately prior to the Effective Time) by the shareholders Exchange Ratio, at a price per Parent Share (the “Adjusted Warrant Price”) equal to the quotient of (A) the aggregate exercise price for shares of HD Common otherwise purchasable pursuant to such HD Warrant (or in the case of HD Warrants to purchase shares of HD Preferred, the aggregate exercise price for shares of HD Preferred purchasable pursuant to such HD Warrant plus the aggregate conversion price of the Company), but giving effect shares of HD Common underlying the shares of HD Preferred subject to such HD Warrant immediately prior to the Merger Effective Time) divided by (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect B) the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient aggregate number of shares of Parent Common Stock for delivery upon Shares deemed purchasable pursuant to such HD Warrant; provided that such exercise of Target Options and Target Warrants Notes after price shall be rounded down to the Effective Timenearest whole cent.

Options and Warrants. (a) Immediately Each Option (whether vested or not) outstanding immediately prior to the ClosingEffective Time with an exercise price per share that is less than the Common Merger Consideration shall be terminated at the Effective Time in exchange for the right to receive, without interest, for each outstanding option share subject to such Option ("Target Options"i) exercisable into shares following the Effective Time an amount equal to the product of Target (A) the excess of the Common Merger Consideration over the exercise price per share of such Option multiplied by (B) the Closing Percentage plus (ii) for each share subject to such Option when payable, any amounts required to be paid in respect of a share of Company Common Stock pursuant to the Escrow Agreement and the Expenses Escrow Agreement and any Earn Out Per Share Amount (the “Option Consideration”). Each Warrant outstanding immediately prior to the Effective Time with an exercise price per share that is less than the Preferred Merger Consideration shall be terminated in exchange for the right to receive, without interest, for each warrant share subject to such Warrant ("Target Warrants"i) exercisable into shares following the Effective Time, an amount equal to the product of Target Common (A) the excess of the Preferred Merger Consideration over the exercise price per share of such Warrant multiplied by (B) the Closing Percentage plus (ii) when payable, any amounts required to be paid in respect of a share of Preferred Stock whether vested or not vested, pursuant to the Escrow Agreement and the Expenses Escrow Agreement and any Earn Out Per Share Amount (the “Warrant Consideration”). The right of any holder of an Option to receive the Option Consideration shall immediately become vested in full be subject to and either exercised reduced by the holder thereof prior to Closing amount of any tax or be deemed assumed by Parentother withholding that is required under applicable Law. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with After the Closing, all shares of Target Common Stock issued upon exercise thereof Parent will cause the Option Consideration and the Warrant Consideration that is payable following the Effective Time to be paid as soon as practicable; provided, however, that Parent or the Surviving Corporation, as applicable, shall be converted into Parent Shares in accordance entitled to deduct and withhold from the Option Consideration such amounts as may be required to be deducted and withheld with Section 1.2(a)(iiirespect to the making of such payment under the Internal Revenue Code of 1986 (the “Code”) or any provision of the Merger Agreementany other applicable Law. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) each Option outstanding as of the Exchange Ratio; and (ii) the Effective Time with an exercise price per share that is equal to or greater than the Common Merger Consideration and each Warrant outstanding as of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be with an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target that is equal to or greater than the Common Stock subject to such Target Option Merger Consideration or Target Warrant prior to the Effective TimePreferred Merger Consideration, divided by (y) the Exchange Ratioas applicable, shall be terminated, without any consideration therefor. (c) Other than The Company agrees that the Board of Directors of the Company (or, if appropriate, any committee administering any stock option plan or other stock or equity-related plan of the Company (the “Company Stock Plans”) shall adopt such resolutions or take such other actions (including obtaining any required consents but not including the payment of any cash or non-cash consideration) as provided may be required to effect the transactions described in subsections (a) and (b) above, this Section 2.2 as of and after the Effective Time, each Target Option and Target Warrant then outstanding . The Company shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take terminate all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Company Stock for delivery upon exercise of Target Options and Target Warrants Notes after Plans at the Effective Time.

Options and Warrants. (a) Immediately Prior to the Effective Time, the board of directors of the Company shall take all action necessary under the 2015 Stock Option Plan so that (i) immediately prior to the ClosingEffective Time each issued and outstanding In-the-Money Option which is unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, (ii) at the Effective Time, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or Option that is not vestedan In-the-Money Option, if any, shall immediately become vested in full be automatically canceled and either exercised by extinguished with no right to receive any consideration or payment and (iii) at the holder thereof prior to Closing or Effective Time all issued and outstanding In-the-Money Options shall be deemed assumed by Parent. In the event that any Target Options exercised and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be automatically converted into Parent Shares the right to receive, at such time and in the manner provided in Section 2.10 and subject to adjustment in accordance with this Agreement (including Section 1.2(a)(iii) 2.12), the applicable Per Option Merger Consideration, subject to any applicable withholding Taxes, in full satisfaction of the rights of such holder with respect thereto. At the Effective Time, the Representative shall pay to (x) the Company for further payment to each Optionholder who is employed or was previously employed by the Company or any of its Subsidiaries through the Company’s (or the applicable Subsidiary’s) payroll system, subject to any applicable withholding Taxes, the applicable Per Option Merger Consideration due under this Section 2.9(a) with respect to each issued and outstanding In-the-Money Option held by such Optionholder and (y) each Optionholder who is not and was not previously employed by the Company or any of its Subsidiaries, on behalf of the Company and subject to any applicable withholding Taxes, the applicable Per Option Merger Consideration due under this Section 2.9(a) with respect to each issued and outstanding In-the-Money Option held by such Optionholder. Further payments to which each Optionholder is entitled shall be paid by the Representative to the Company for further payment to such Optionholder through the Company’s (or its applicable Subsidiary’s) payroll system (if such Optionholder is currently or was formerly employed by the Company or any of its Subsidiaries), or to the Optionholder directly (if the Optionholder is not currently or was not formerly employed by the Company or any of its Subsidiaries), in each case, subject to any applicable withholding Taxes, as, if and when an amount is released or paid to the Representative pursuant to the terms of this Agreement, the Adjustment Escrow Agreement and the Special Escrow Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior Prior to the Effective Time, by the board of directors of the Company shall take all action necessary under the Warrant Documents so that (yi) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time each issued and outstanding In-the-Money Warrant which is unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (dii) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after at the Effective Time, each Warrant that is not an In-the-Money Warrant, if any, shall be automatically canceled and extinguished with no right to receive any consideration or payment and (iii) at the Effective Time all issued and outstanding In-the-Money Warrants shall be deemed exercised and automatically converted into the right to receive, at such time and in the manner provided in Section 2.10 and subject to adjustment in accordance with this Agreement (including Section 2.12), the applicable Per Warrant Merger Consideration, subject to any applicable withholding Taxes, in full satisfaction of the rights of such holder with respect thereto. At the Effective Time, the Representative shall pay to each such Warrantholder, on behalf of the Company and subject to any applicable withholding Taxes, the applicable Per Warrant Merger Consideration due under this Section 2.9(b) with respect to such issued and outstanding In-the-Money Warrant. Further payments to each Warrantholder shall be made by the Representative as, if and when an amount is released or paid to the Representative pursuant to the terms of this Agreement, the Adjustment Escrow Agreement and the Special Escrow Agreement.

Options and Warrants. (a) Immediately prior As of the Effective Time, all Options to purchase Company Shares issued by the ClosingCompany, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, unvested (the “Old Options”) shall immediately automatically become vested in full and either exercised by the holder thereof prior options to Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the Merger Agreement. (b) At and after the Effective Time: (i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of purchase shares of Parent Common Stock determined by multiplying (x“Parent Options”) the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and (ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x) the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to the Effective Time, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger without further action by the shareholders of the Company), but giving effect holder thereof. The Parent Option shall constitute an option to the Merger (it being understood that any performance criteria to which acquire such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon as is equal to the number of Company Shares subject to the unexercised portion of the Old Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of Target each Parent Option shall be equal to the exercise price of the Old Option divided by the Common Conversion Ratio and the terms of such Parent Options shall otherwise remain the same. The Parent Options shall be granted under the Company's 2003 Stock Incentive Plan, as amended (the “2003 Plan”), which shall be adopted and Target Warrants Notes assumed in writing by the Parent in connection with the Merger, and under the 2003 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Old Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for Parent Options. (c) 670,035 shares of Parent Common Stock shall be reserved for issuance under the 2003 Plan and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.8. No additional Options shall at any time hereafter be granted under the 2003 Plan. (d) Prior to the Effective Time, the Company will solicit the approval of the holder of the Warrants granted pursuant to that certain Note and Warrant Purchase Agreement, dated as of January 30, 2007, by and among the Company and Axxxxx Xxxxxx, as amended to date (collectively referred to as the “Old Warrants”) to amend his Warrant rights on the following terms: upon the Closing of the Merger, a new Warrant (the “New Warrants”) to purchase shares of Parent Common Stock will be granted to the holder of the Old Warrants that has consented in writing to such amendment representing the number of Company Shares subject to the unexercised portion of the Old Warrant multiplied by the Common Conversion Ratio, and otherwise on substantially the same terms as the Old Warrants; provided, that the exercise price of the New Warrants shall be equal to the exercise price of the Old Warrants, divided by the Common Conversion Ratio. 115,442 shares of Parent Common Stock shall be reserved for issuance upon the exercise of the New Warrants. As of the Effective Time, any and all outstanding Warrants to purchase capital stock of the Company, whether vested or unvested, shall be canceled. (e) In the event that any issued and outstanding Old Options or Old Warrants are exercised prior to the Effective Time, the number of outstanding Company Shares shall be increased by the number of Company Shares issued upon exercise of Old Options or Old Warrants, and the number of outstanding Old Options and Old Warrants shall be reduced by the same number, as applicable. Further, the Common Conversion Ratio shall be adjusted accordingly, resulting in a decrease in the aggregate number of shares of Parent Common Stock reserved for issuance upon exercise of the Parent Options and New Warrants, and a proportionate increase in the number of shares of Parent Common Stock issuable to Company Stockholders at the Effective Time. Accordingly, regardless of the exercise of any Old Option or Old Warrant, the total number of shares of Parent Common Stock issuable to Company Stockholders, and, upon exercise, to the holders of Parent Options and New Warrants, in connection with the Merger (in accordance with Section 1.5 and this Section 1.8) shall remain 9,000,000 shares of Parent Common Stock.

Options and Warrants. (a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to Closing or be deemed assumed by Parent. In the event that the Company shall at any Target Options and Target Warrants are exercised by the holder thereof prior time issue rights, options or warrants to all holders of its Common Stock generally entitling them to subscribe for or simultaneous with the Closing, all purchase shares of Target Common Stock issued or any security convertible into or exchangeable for shares of Common Stock (such rights, options or warrants not being available on an equivalent basis to the Holder of the Warrant upon exercise thereof exercise) at a price per share less than the Current Market Price of the Common Stock on the date fixed for determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (a) the Exercise Price in effect at the close of business on the date fixed for such determination shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) reduced by multiplying such Exercise Price by a fraction of the Merger Agreement. (b) At and after the Effective Time: which (i) each Target Option and Target Warrant then outstanding the numerator shall entitle the holder thereof to acquire the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) be the number of shares of Target Common Stock subject to outstanding at the close of business on the date fixed for such Target Option determination plus the number of shares of Common Stock that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or Target Warrant immediately prior to the Effective Time, by (y) the Exchange Ratio; and purchase would purchase at such Current Market Price and (ii) the exercise price per share denominator shall be the number of Parent shares of Common Stock subject to any Target Option or Target Warrant outstanding at and after the Effective Time shall be an amount (rounded down to close of business on the nearest one-hundredth date fixed for such determination plus the number of a cent) equal to (x) the exercise price per share shares of Target Common Stock subject so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), such reduction to become effective at the close of business on the date fixed for such Target Option or Target Warrant prior to the Effective Timedetermination, divided by (y) the Exchange Ratio. (c) Other than as provided in subsections (a) and (b) aboveif any such rights, options or warrants expire or terminate without having been exercised or are exercised for consideration different from that utilized in the computation of any adjustment or adjustments on account of the issuance of such rights, options or warrants, the Exercise Price with respect to any portion of the Warrant not theretofore exercised shall be readjusted such that the Exercise Price would be the same as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, options or warrants or based upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any expiration, termination or exercise for a different consideration of and after any such right, option or warrant, in the Effective Timeaggregate, each Target Option and Target Warrant then outstanding shall be subject not cause the Exercise Price to exceed the same terms and conditions as Exercise Price in effect immediately prior to the Effective Time time such rights, options or warrants were initially issued (including, but not limited to, the acceleration without regard to any other adjustments of exercisability or conversion, as applicable, as of such number under this Section 3.3 that may have been made since the date of approval the issuance of such rights, options or warrants). For the purposes of this Section 3.3, the issuance of any options, rights or warrants or any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to any employee (including consultants and directors) benefit or stock option or purchase plan or program of the Merger by the shareholders Company shall not be deemed to constitute an issuance of the Company)Common Stock or options, but giving effect to the Merger (it being understood that any performance criteria rights or warrants to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent to reflect the consummation of the Merger). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective Time.this Section 3.3