Shareholder Approval; Option Plan Amendments. Talarian shall have obtained the approval of the Merger by the holders of Talarian Preferred Stock. WhiteBarn shall have: (1) obtained the approval of the Merger by its shareholders as required under Illinois law and such approval shall have been made by all WhiteBarn shareholders; (2) amended the WhiteBarn Inc. Stock Option Plan (and obtained the consent of each optionee thereunder to such amendment) to provide, among other things, that in the event of a merger of WhiteBarn in which WhiteBarn is not the survivor, the surviving corporation may assume such options; and (3) amended the 2000 WhiteBarn, Inc. Equity Incentive Plan (if requested by Talarian), with the amendments acceptable to Talarian in form and substance.
