Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

Stock Options and Warrants. (a) At the Effective Time Time, the terms of the Merger, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock (each, a "Company Stock Option") under the 2000 Stock Incentive Plan of the Company (the "Company Incentive Plan"), whether vested or not granted under unvested, shall be amended by action of the Board of Directors of the Company Option Planto provide that, and all outstanding warrants to purchase Company Common Stock at the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options outstanding immediately prior to the Effective Time of shall be deemed to constitute and shall become an option to acquire, on the Merger (including, without limitation, any repurchase rights or vesting provisions same terms and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that conditions as were issuable upon exercise of applicable under such Company Stock Option or Warrant immediately prior to Option, the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole same number of shares of Parent Common Stock if (the said product is equal "Parent Stock Options") as the holder of such Company Stock Option would have been entitled to or less than receive pursuant to the fraction Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, at a price per share of one-half (.5) of one Parent Common Stock or rounded up equal to (i) the nearest whole aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the aggregate number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stockdeemed purchasable pursuant to such Company Stock Option; provided, and (ii) the per share exercise price for however, that, after aggregating all the shares of a holder subject to Company Stock Options, any fractional share of Parent Common Stock issuable upon exercise of resulting from such assumed Company Stock Option and Warrant will calculation for such holder shall be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the terms Code. Schedule 1.7(a) attached hereto sets forth the name of all each holder of Company Stock Options, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to his or her Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient aggregate number of shares of Parent Common Stock which each such person may purchase pursuant to the operation of this Section 1.7(a). In connection with the implementation of this Section 1.7(a), prior to the Closing, the Board of Directors of the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Stock Options to provide that, following the Effective Time, such options shall be exercisable for delivery upon exercise shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock Options and the obligation to issue the number of shares of Parent Common Stock set forth on Schedule 1.7(a) upon the exercise of the Company Stock Options. (i) At the Effective Time, pursuant to consents from the requisite percentage of holders thereof obtained by the Company prior to the Closing, all outstanding warrants issued by the Company to purchase shares of Company Common Stock which are not Series 1 Warrants (the "Company Warrants"), will either be exchanged for, converted into or amended to provide that, at the Effective Time, each Company Warrant so exchanged, converted or amended shall become, in each case, a warrant to acquire shares of Parent Common Stock on the same terms set and conditions as warrants issued by the Company in the Private Placement, at a price equal to $1.54 per share of Parent Common Stock (the "Parent Warrants"). Schedule 1.7(b)(i) attached hereto sets forth the name of each holder of Company Warrants, the type of Company Warrant held by such holder, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to the exercise of his or her Company Warrants and the aggregate number of shares of Parent Common Stock which each such person may purchase upon exercise of Parent Warrants acquired upon such exchange, conversion or amendment. By its signature hereunder, Parent expressly assumes (a) the obligation to deliver Parent Warrants at the Effective Time to the holders of Company Warrants who have exchanged their Company Warrants for Parent Warrants and (b) the obligation to issue Parent Common Stock to the holders of Parent Warrants, all in accordance with the provisions of this Section 2.03(b1.7(b)(i). (ii) Promptly following the Effective Time, the Company shall use its best efforts to ensure that each outstanding Series 1 Warrant issued by the Company to purchase shares of Company Common Stock outstanding immediately prior to the Effective Time shall be exchanged for a warrant to acquire that number of Parent Warrants which is equal to the same number of shares of Parent Common Stock as the holder of such Series 1 Warrant would have been entitled to receive pursuant to the Merger had such holder exercised such Series 1 Warrant in full immediately prior to the Effective Time. The Company represents and warrants that it has received, prior to the Effective Time, written consents from four holders of Series 1 Warrants to an exchange of such Series 1 Warrants for Parent Warrants. Schedule 1.7(b)(ii) attached hereto sets forth the name of each holder of Series 1 Warrants, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to the exercise of such Person's Series 1 Warrants and the aggregate number of shares of Parent Common Stock which each such Person may purchase upon exercise of Parent Warrants acquired upon such exchange. By its signature hereunder, Parent expressly assumes (a) the obligation to deliver Parent Warrants at the Effective Time to the holders of Series 1 Warrants who have exchanged their Series 1 Warrants for Parent Warrants and (b) the obligation to issue Parent Common Stock to the holders of Parent Warrants, all in accordance with the provisions of this Section 1.7(b)(ii). (iii) Without limiting the generality of the foregoing, the Company shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(b). (c) As soon as practicable after the Effective Time, Parent shall deliver to the holders of: (i) Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Incentive Plan and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.7 after giving effect to the Merger); and (ii) Company Warrants new warrant agreements and/or warrants evidencing such holders' rights to purchase shares of Parent Common Stock upon the exercise of the Parent Warrants. (d) Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of Parent Stock Options and Parent Warrants following the Effective Time as contemplated by this Section 1.7. (e) Other than the Company Stock Options and the Company Warrants, all options, warrants and rights to purchase Company Stock outstanding as of the Effective Date will be exercised or terminated prior to or effective upon the Effective Time, and neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to such options, warrants or rights.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company shares of Target Common Stock (each, each a "Company TARGET STOCK OPTION") under the Target Stock Option")Option Plans, whether or not granted under the Company Option Planexercisable, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger will be assumed by ParentAcquiror. Each Company Target Stock Option and Warrant so assumed by Parent Acquiror under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable Target Stock Option Plan immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactionsrights), except that (i) each Company Target Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Acquiror Common Stock equal to the product of the number of Company Shares shares of Target Common Stock that were issuable upon exercise of such Company Target Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Acquiror Common Stock, and (ii) the per share exercise price for the shares of Parent Acquiror Common Stock issuable upon exercise of such assumed Company Target Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of Target Common Stock at which such Company Target Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with After the terms Effective Time, Acquiror will issue to each holder of all an outstanding Target Stock Option a notice describing the foregoing assumption of such Company Target Stock Option by Acquiror. (b) It is intended that Target Stock Options and Warrants and use its best efforts to ensure, assumed by Acquiror shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Target Stock Option that Options qualified for tax treatment under Section 424(b) of the Code as incentive stock options immediately prior to the Effective Time and the provisions of the Merger continue to so qualify after the Effective Time of the Merger. Parent this Section 5.10 shall take all corporate actions necessary to be applied consistent with such intent. (c) Acquiror will reserve for issuance a sufficient number of shares of Parent Acquiror Common Stock for delivery upon exercise of all Company Stock Options issuance under Section 5.10(a) and Warrants on the terms set forth in this under Section 2.03(b)1.6(c) hereof.

Stock Options and Warrants. (i) At the Effective Time Time, all Company Options issued under the Company's 1997 Employee Stock Option Plan (the "Company Plan") and the Special Grant disclosed in Section 2.03(b) of the Merger, each outstanding option to purchase Company Common Stock Disclosure Schedule (each, a the "Company Stock OptionPlan Options"), whether or not granted under the Company Option Plan, vested and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vestedexercisable, shall by virtue of the Merger be assumed by Parent. Each Company Stock Plan Option and Warrant so assumed by Parent under this Agreement will continue to have, and shall be subject to, and exercisable upon, the same terms and conditions as under the applicable Company Plan Option and the applicable option agreement issued thereunder (including without limitation any vesting, expiration or termination provisions), except that (a) each assumed Company Plan Option shall be exercisable for, and represent the right to acquire, that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (i) the number of shares of Company Common Stock subject to such options Company Plan Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; and (b) the option price per share of Parent Common Stock subject to each assumed Company Plan Option shall be an amount equal to (i) the option price per share of Company Common Stock subject to such Company Plan Option in effect immediately prior to the Effective Time divided by (ii) the Exchange Ratio (rounded up to the nearest whole cent). The Company represents and warrants that as of the Merger Closing each of the foregoing actions may be taken and effected by the Company without the consent of any holder of any Company Plan Option. (includingii) At the Effective Time, all Company Options then outstanding, whether or not vested and exercisable, under the Invest Linc Emerging Growth Fund I Warrant, dated March 18, 1999, and the Bridgewater Corporation Warrant, dated as of January 11, 1999, in each case as amended (collectively, the "Company Warrant"), shall be assumed by Parent. Each Company Warrant assumed by Parent shall be subject to, and exercisable upon, the same terms and conditions as under the applicable Company Warrant and the applicable warrant agreement issued thereunder (including without limitationlimitation any vesting, any repurchase rights expiration or vesting provisions and provisions regarding the acceleration of vesting on certain transactionstermination provisions), except that (ia) each assumed Company Stock Option and Warrant will shall be exercisable (or will become exercisable in accordance with its terms) for for, and represent the right to acquire, that number of whole shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Company Shares that were issuable upon exercise of Common Stock subject to such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by (ii) the Exchange Ratio, rounded down to ; and (b) the nearest whole number of shares option price per share of Parent Common Stock if the said product is subject to each assumed Company Warrant shall be an amount equal to or less than (i) the fraction option price per share of one-half (.5) of one Parent Company Common Stock or rounded up subject to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable in effect immediately prior to the Effective Time of the Merger divided by (ii) the Exchange Ratio, Ratio (rounded up to the nearest whole cent). Parent shall comply with The Company represents and warrants that as of the terms Closing each of all such Company Stock Options the foregoing actions may be taken and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, effected by the Company Option Plan and permitted under without the Code or other relevant laws and regulations that consent of any holder of any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrant.

Stock Options and Warrants. (a) Subject to Section 5.5(b), at the Effective Time, all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the stock option plan under which it was issued, the stock option agreement by which it is evidenced and any applicable Change of Control Agreement. At the Effective Time of the MergerTime, each outstanding option all rights with respect to purchase Company Common Stock under each Company Warrant then outstanding shall be converted into and become rights to Parent Common Stock, and Parent shall assume each such Company Warrant in accordance with the terms (each, a "Company Stock Option"), whether or not granted under as in effect as of the date of this Agreement) of the Company Option Plan, Warrant and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall any warrant agreement by virtue of the Merger be assumed by Parentwhich it is evidenced. Each Company Stock Option From and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to after the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will assumed by Parent may be exercisable exercised solely for shares of Parent Common Stock, (or will become exercisable in accordance with its termsii) for that the number of whole shares of Parent Common Stock subject to each such Company Option and Company Warrant shall be equal to the product of the number of shares of Company Shares that were issuable upon exercise of Common Stock subject to such Company Stock Option or and Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded rounding down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half share, (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of under each such assumed Company Stock Option and Company Warrant will shall be equal to the quotient determined adjusted by dividing the per share exercise price per Company Share at which under such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded Ratio and rounding up to the nearest whole cent. Parent shall comply with cent and (iv) any restriction on the terms exercise of all any such Company Stock Option and Company Warrant shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option and Company Warrant shall otherwise remain unchanged; provided, however, that each Company Option and Company Warrant assumed by Parent in accordance with this Section 5.5(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 subsequent to the Effective Time. It is the intention of the parties that the Company Options and Warrants and use its best efforts to ensure, assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent required by, and subject to the provisions of, the such Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that Options qualified for tax treatment under Section 424(b) of the Code as incentive stock options prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).the

Stock Options and Warrants. (a) At the Effective Time Time, the terms of the Merger, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock (each, a "“Company Stock Option"”) under the 1993 Stock Compensation Plan of the Company (the “Company Incentive Plan”), whether vested or not granted under unvested, shall be adjusted as necessary or otherwise amended by action of the Board of Directors of the Company Option Planto provide that, and all outstanding warrants to purchase Company Common Stock at the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options outstanding immediately prior to the Effective Time shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Parent Common Stock (the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding “Parent Stock Options”) as the acceleration holder of vesting on certain transactions), except that (i) each such Company Stock Option and Warrant will be exercisable (or will become exercisable would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in accordance with its terms) for that number of whole shares full immediately prior to the Effective Time, at a price per share of Parent Common Stock equal to the product of exercise price for the number shares of Company Shares that were issuable upon exercise of Common Stock otherwise purchasable pursuant to such Company Stock Option or Warrant immediately prior Option; provided, however, that, after aggregating all the shares of a holder subject to the Effective Time Company Stock Options, any fractional share of the Merger multiplied by the Exchange Ratio, Parent Common Stock resulting from such calculation for such holder shall be rounded down up to the nearest whole share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (“qualified stock options”), the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. Schedule 1.7(a) attached hereto sets forth the name of each holder of Company Stock Options, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to his or her Company Stock Options and the aggregate number of shares of Parent Common Stock if which each such person may purchase pursuant to the said product is equal operation of this Section 1.7(a). In connection with the implementation of this Section 1.7(a), prior to or less than the fraction Closing, the Board of one-half (.5) Directors of one the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Stock Options to provide that, following the Effective Time, such options shall be exercisable for shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock or rounded up Options and the obligation to issue the nearest whole number of shares of Parent Common Stock if set forth on Schedule 1.7(a) upon the said product is greater than exercise of the fraction Company Stock Options. As of one-half (.5) the date hereof, there are outstanding Company Stock Options to purchase 2,232,121 shares of one Parent Common Stock, and (ii) the per share exercise price for the which are exercisable into 2,232,121 shares of Parent Common Stock issuable upon exercise pursuant to this Section 1.7(a). (i) At the Effective Time, pursuant to consents from the requisite percentage of such assumed holders thereof obtained by the Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger Closing, all outstanding warrants issued by the Exchange RatioCompany to purchase shares of Company Common Stock (the “Company Warrants”), rounded up will either be exchanged for or converted into Warrants issued by Parent, or amended to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensureprovide that, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to at the Effective Time of Time, each Company Warrant so exchanged, converted or amended shall become, in each case, a warrant to acquire the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price for delivery the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedule 1.7(b)(i) attached hereto sets forth the name of each holder of Company Warrants (the “Parent Warrants”), the type of Company Warrant held by such holder, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to the exercise of his or her Company Warrants and the aggregate number of shares of Parent Common Stock which each such person may purchase upon exercise of Parent Warrants acquired upon such exchange, conversion or amendment. By its signature hereunder, Parent expressly assumes (a) the obligation to deliver Parent Warrants at the Effective Time to the holders of Company Warrants who have exchanged their Company Warrants for Parent Warrants and (b) the obligation to issue Parent Common Stock to the holders of Parent Warrants, all in accordance with the provisions of this Section 1.7(b)(i). (ii) Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(b). (c) As soon as practicable after the Effective Time, Parent shall deliver to: the holders of (i) Company Stock Options appropriate notices setting forth such holders’ rights pursuant to the Company Incentive Plan and the agreements evidencing the grants of such Company Stock Options and Warrants that such Company Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms set forth in and conditions (subject to the adjustments, if any, required by this Section 2.03(b1.7 after giving effect to the Merger); and (ii) the holders of Company Warrants new warrant agreements and/or warrants evidencing such holders' rights to purchase shares of Parent Common Stock upon the exercise of the Parent Warrants. (d) Parent shall take all action necessary and appropriate, on or prior to the Effective Time, to authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of Parent Stock Options and Parent Warrants following the Effective Time as contemplated by this Section 1.7. (e) Other than the Company Stock Options and the Company Warrants, all options, warrants and rights to purchase Company Stock outstanding as of the Effective Date will be exercised or terminated prior to or effective upon the Effective Time, and neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to such options, warrants or rights.

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock MamaMancini’s Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding MamaMancini’s Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company MamaMancini’s Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each MamaMancini’s Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Option Plan, if any, pursuant to which the Company Option was issued and any option agreement between the Company and the optionee with regard to the Company Option immediately prior to the Effective Time, except that (i) each Company Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. (b) It is intended that Company Options assumed by Parent shall be adjusted in a manner consistent with Section 424 of the Code (whether or not such Company Options qualify as incentive stock options under Section 422 of the Code) and shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Company Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 5.8 shall be applied consistent with such intent. (c) At the Effective Time, each outstanding Company Warrant will be assumed by Parent. Each Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the applicable Company Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock Grow Solutions’ Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding Grow Solutions’ Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company Grow Solutions’ Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each Grow Solutions’ Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its commercially reasonable best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Company Target Common Stock Shares (each, a "Company “Target Stock Option"), whether or not ”) granted under the Company Target’s 2005 Nonqualified Stock Option Plan, and all outstanding warrants to purchase Company Common Stock as amended (collectively, the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company “Target Stock Option and Warrant so assumed by Parent under this Agreement will continue Plan”) to have, and be subject to, the same terms and conditions of such options immediately prior to automatically converted at the Effective Time of into options (the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i“Substituted Options”) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that to purchase a number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, (rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5Shares) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing product of (x) the exercise price per Company Share at which aggregate number of Target Common Shares purchasable pursuant to such Company Target Stock Option and Warrant was exercisable immediately prior to the Effective Time of multiplied by (y) the Merger Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio, Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall comply be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of all such Company Stock Options each warrant to purchase Target Common Shares issued by Target that are issued and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Merger continue Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to so qualify the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time Time, Parent shall comply with all of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options terms and Warrants on the terms conditions set forth in this Section 2.03(b)each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. At (a) Prior to the Effective Time Time, the Board of Directors shall adopt such resolutions and take such other actions as are required to approve and effect the matters contemplated by this Section 3.2. The Company shall use its best efforts to obtain any necessary consents of the Merger, holders of Options and Warrants (each outstanding as defined below) to effect this Section 3.2. (b) The Company shall take all necessary steps to ensure that each option to purchase acquire shares of capital stock of the Company Common Stock (each, a "Company Stock “Option"), whether or not ”) that has been granted under the Company Company’s 1996 Stock Option PlanPlan or the Company’s 2005 Equity Incentive Plan (collectively, the “Option Plans”), or otherwise, and all is outstanding warrants as of immediately prior to the Effective Time, and each warrant to purchase Company Common Stock the Capital Stock, that is outstanding whether or not vested, shall by virtue as of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of (the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions“Warrants”), except that other than the ComVest Protective Warrant, will (i) each Company Stock Option become fully exercisable or “vested” as of immediately prior to the Effective Time, and Warrant will (ii) at the Effective Time, automatically shall be exercisable (or will become exercisable cancelled and converted into the right to receive, upon compliance with the provisions noted below, a lump sum cash payment in accordance with its terms) for that number of whole shares of Parent Common Stock an amount equal to the product of the number following: (i) the excess, if any, of Company Shares that were issuable upon the Per Share Merger Consideration payable per share of Common Stock over the per share exercise price of each share of Common Stock subject to such Company Stock Option or Warrant immediately prior to Warrant, multiplied by (ii) the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Capital Stock covered by such Option or Warrant, and in each case less applicable taxes required to be withheld pursuant to Section 3.2(f). (c) If, in accordance with Section 3.2(b)(i) above, the Per Share Merger Consideration payable per share of Common Stock if the said product is equal to or less than the fraction per share exercise price of one-half any Option or Warrant, then any such Option or Warrant shall automatically be cancelled without any consideration as of the Effective Time. (.5d) As of one the Effective Time, each of the Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of securities or rights to acquire securities of the Company shall be terminated and cancelled (without any liability on the part of Parent Common Stock or rounded up the Surviving Corporation other than as expressly set forth in this Section 3.2). (e) No party to this Agreement shall be liable to any holder of any Option or Warrant for any cash delivered to a public official pursuant to and in accordance with any abandoned property, escheat or similar Law. (f) Parent shall cause the Surviving Corporation to deduct and withhold from the cash otherwise payable to the nearest whole number holder of shares any Option or Warrant pursuant to this Section 3.2, such amounts as the Parent and the Surviving Corporation reasonably and in good faith determine are required to be deducted and withheld with respect to the making of Parent Common Stock if such payment under the said product is greater than Internal Revenue Code of 1986, as amended (the fraction “Code”), or any social security, FICA or Medicare tax Law, or any other provision of one-half federal, state, local or foreign tax Law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be (.5i) treated for all purposes of one Parent Common Stockthis Agreement as having been paid to the Option or Warrant holder in respect of which such deduction and withholding was made by the Surviving Corporation, and (ii) deposited on such Option or Warrant holder’s behalf with the per share exercise price for appropriate taxing authorities. (g) The Company and the shares Board of Parent Common Stock issuable upon exercise Directors shall take any and all actions (including, but not limited to, giving requisite notices to, and using their best efforts to obtain all necessary consents from, holders of Options and Warrants advising them of such assumed Company Stock cancellations and any rights pursuant to this Section 3.2) as are necessary to (i) fully advise holders of Options of their rights under the Option Plans or otherwise and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of Options in connection with the Merger by and the Exchange Ratiorights of holders of Warrants of their rights under the Warrants in connection with the Merger, rounded up to and (ii) effectuate the nearest whole cent. Parent shall comply with provisions of this Section 3.2 under the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code Plans or other relevant laws Option-related agreements and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify Warrants. From and after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms Time, other than as expressly set forth in this Section 2.03(b)3.2, no holder of an Option or Warrant shall have any rights in respect thereof other than to receive payment (if any) for the Options or Warrants as set forth in this Section 3.2, and neither Parent nor the Surviving Corporation shall have any liability or obligation under any of the Option Plans or, other than the obligation to make any required payment set forth in this Section 3.2, with respect to the Options or Warrants. (h) Any payment to be made to a holder of any Option or Warrant in accordance with this Section 3.2 shall be subject to Parent’s prior receipt of (i) the Option or Warrant, as the case may be, for cancellation or delivery of an instrument reasonably satisfactory to Parent effecting the cancellation of the Option or Warrant, as the case may be, and (ii) written instructions from the holder of such Option or Warrant specifying the Person to whom payment should be made and the address where such check should be sent, or appropriate wire transfer instructions. Upon receipt of such items, Parent shall direct the Paying Agent (as defined below) to make any such payment in respect of such Option or Warrant. Until surrendered in accordance with the provisions of this Section 3.2, each Option and Warrant shall represent for all purposes after the Effective Time only the right to receive the payments, if any, pursuant to this Section 3.2.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of Company Common Stock (each, each a "Company Stock Option"), whether or not granted ) under the Company Stock Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether vested or not vestedunvested, shall by virtue of the Merger will be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of such options set forth in the Company Stock Option Plan immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each such Company Stock Option and Warrant will be exercisable shall entitle the holder to purchase (or will become exercisable subject to the same vesting provisions set forth in accordance with its termssuch Company Stock Option) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger (without regard to vesting) multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will shall be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up down to the nearest whole cent. , and (iii) such Company Stock Option shall no longer be exercisable for Company Common Stock. (b) Promptly after the Effective Time, Parent or the Surviving Corporation shall comply issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption of such Company Stock Option by Parent. (c) It is the intention of the parties that the Company Stock Options assumed by Parent qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent the Company Stock Options qualified as incentive stock options immediately prior to the Effective Time. (d) For purposes of determining vesting under any Company Stock Option, employees of the Company or any of its subsidiaries who become employees of Parent or any of its subsidiaries shall be credited for the full term during which they were employed by the Company or any of its subsidiaries. (e) At the Effective Time, the Company Warrants shall be exercisable for the appropriate number of shares of Parent Common Stock instead of being exercisable for shares of Company Common Stock, and the exercise price of the Company Warrants shall be appropriately adjusted, all in accordance with the terms of all such the respective Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(bWarrants. (f) of the Code prior Prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Time, Parent shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all the Company Stock Options and Warrants on the terms set forth in assumed pursuant to this Section 2.03(b)5.12 and upon exercise of the Company Warrants.

Stock Options and Warrants. (i) As of the date of this Agreement (or as soon as practicable after the date hereof), the Board of Directors of the Company or its Compensation Committee shall adopt such resolutions and take such other actions as may be required to effect the provisions of this Section 6.10(a)(i). (A) At the Effective Time Time, each Company Option which is held by a current member of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under Board of Directors of the Company Option Planand which is outstanding under a Stock Plan immediately prior to the Effective Time, and all each Company Warrant outstanding warrants immediately prior to purchase Company Common Stock the outstanding whether or not vestedEffective Time, shall by virtue be cancelled in exchange for a single lump sum cash payment equal to (subject to applicable withholding tax) the product of (I) the Merger be assumed by Parent. Each number of Shares subject to such Company Stock Option and or Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time and (II) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option or Company Warrant immediately prior to the Effective Time; provided that, if the exercise price per Share of such Company Option or Company Warrant is equal to or greater than the Merger Consideration, such Company Option or Company Warrant shall be cancelled or forfeited without any cash payment being made in respect thereof. The Surviving Corporation shall make the foregoing payment at, or as soon as practicable after, the Effective Time upon delivery by the holder of such Company Option or Company Warrant of the certificate or other documents representing such Company Option or Company Warrant. (includingB) Each Company Option which is held by any Person other than a current member of the Board of Directors of the Company and which is outstanding under a Stock Plan shall, without limitationat the Effective Time (I) with respect to the vested portion thereof, any repurchase rights or vesting provisions be cancelled in exchange for a single lump sum cash payment equal to (subject to applicable withholding tax) the product of (a) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option immediately prior to the Effective Time and provisions regarding (b) the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole Shares issuable upon exercise of the vested portion of such Company Option immediately prior to the Effective Time; provided that, if the exercise price per Share of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled or forfeited without any cash payment being made in respect thereof, and (II) with respect to the unvested portion thereof, be assumed by Parent and converted into an option to acquire, on the same terms and conditions as were applicable under such Company Option, the number of shares of Parent Common Stock equal to the product of (a) the Exchange Ratio (as defined below) and (b) the number of Company Shares that were issuable upon exercise subject to the unvested portion of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, (rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stocknumber), and (ii) the at a price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, (rounded up to the nearest whole cent. Parent shall comply with ) equal to the terms exercise price per Share of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code immediately prior to the Effective Time divided by the Exchange Ratio; provided, however, that in the case of any Company Option to which Section 422 of the Merger continue Code applies, the option price, the number of shares purchasable pursuant to so qualify after such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. The Surviving Corporation shall make the foregoing payment at, or as soon as practicable after, the Effective Time upon delivery by the holder of such Company Option of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all certificate or other documents representing such Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Option.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option all options to purchase Company shares of CNSR Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, then outstanding and all outstanding warrants to purchase Company shares of CNSR Common Stock the outstanding or CNSR Preferred Stock then outstanding, in each case whether vested or not vestedunvested, shall by virtue of the Merger be assumed by ParentSTRV or replaced with STRV options and warrants on substantially identical terms (each an “Assumed Option” or “Assumed Warrant” and together, each an “Assumed Option and Warrant”) in accordance with this Section 2.9.8 , provided that warrants to purchase shares of CNSR Common Stock or CNSR Preferred Stock will be exercisable into shares of STRV Common Stock based on the Exchange Ratio applicable thereto. Each Company Stock Assumed Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Assumed Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent STRV Common Stock equal to the product of the number of Company Shares shares of CNSR Common Stock or CNSR Preferred Stock that were issuable upon exercise of such Company Stock Option CNSR option or Warrant warrant immediately prior to the Effective Time of the Merger multiplied by the CNSR Common Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common or CNSR Series B Preferred Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common StockExchange Ratio, as applicable, and (ii) the per share exercise price for the shares of Parent STRV Common Stock issuable upon exercise of such assumed Company Stock each Assumed Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of CNSR Common Stock at which such Company Stock Option and Warrant CNSR option or warrant was exercisable immediately prior to the Effective Time of the Merger by the CNSR Common Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms STRV will assume as of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time each CNSR stock incentive plan providing for the issuance or grant of CNSR Options. Upon assumption of such plans, such amendments thereto as may be required to reflect the Merger continue will be deemed to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)have been made.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, NSC's obligations with respect to each outstanding option to purchase Company shares of NSC Common Stock (each, a "Company NSC Options") under NSC's Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether vested or not vestedunvested, shall by virtue of the Merger will be assumed by ParentAzurel. Each Company Stock NSC Option and Warrant so assumed by Parent Azurel under this Agreement will continue to have, and shall be subject to, to the same terms and conditions of such options set forth in NSC's Stock Option Plan as in effect immediately prior to the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock such NSC Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares shares of NSC Common Stock that were issuable upon exercise of purchasable under such Company Stock NSC Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable issuable. upon exercise of such assumed Company Stock NSC Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of NSC Common Stock at which such Company Stock NSC Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded and rounding the resulting exercise price up to the the, nearest whole cent. Parent Following the Effective Time, Azurel will send to each holder of an assumed NSC Option a written notice setting forth (i) the number of shares of Common Stock that are subject to such assumed NSC Option, and (ii) the exercise price per share of Common Stock issuable upon exercise of such assumed NSC Option.. In addition, Azurel shall comply file with the terms SEC, no, later than coincident with the effectiveness of all such Company Stock the a registration statement on Form S-8 registering the exercise of any NSC Options and Warrants and use its best efforts assumed by Azurel pursuant to ensure, this. Section 6.5 (to the extent required by, and subject the exercise of such options is eligible to be registered using a Form S-8 registration statement). (b) It is the intention of the parties that NSC Options assumed by Azurel qualify following the Effective Time as incentive stock options as defined in the Code ("ISO's") to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that extent such NSC Options qualified for tax treatment under Section 424(b) of the Code as ISO's prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to Time. (c) Azurel will reserve for issuance a sufficient number of shares of Parent Azurel Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in issuance under this Section 2.03(b)5.5.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option", Company Warrant, and Company Deferred Stock Grant (collectively, “Company Derivative Securities”), whether or not granted under exercisable or issuable (in the case of outstanding Company Deferred Stock Grants) at the Effective Time and regardless of the respective exercise (or base) prices thereof, if any, subject to the terms and conditions of the Company’s 2000 Stock Option Plan, and all outstanding warrants as amended to purchase Company Common Stock date, or other applicable governing document, will be addressed pursuant to the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. following provisions: (i) Each Company Stock Option with an exercise (or base) price less than the per share Common Stock Merger Consideration; (ii) each Company Warrant with an exercise (or base) price less than the per share Common Stock Merger Consideration; and Warrant so assumed by Parent under this Agreement will continue (iii) each Company Deferred Stock Grant, in each case whether vested or unvested or subject to haveany other restrictions at the Effective Time shall be converted into an obligation of the Purchaser to pay, and be subject the right of the holder thereof to receive, in full satisfaction of each such Company Derivative Security, cash in an amount equal to: (a) in the case of each share of Company Common Stock underlying each Company Stock Option and Company Warrant, the same terms and conditions excess of the Common Stock Merger Consideration per share over the exercise price of such options immediately Company Derivative Security, and (b) in the case of each share of Company Common Stock underlying each Company Deferred Stock Grant, the Common Stock Merger Consideration. (B) Each Company Derivative Security with an exercise (or base) price equal to or greater than the per share Common Stock Merger Consideration shall be cancelled as of the Effective Time and be of no further effect. (C) The Company Board shall take such actions prior to the Effective Time as may be necessary to cause the Company Derivative Securities to be treated as described in (A) and (B) above as of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of including, as necessary, amending the Merger multiplied by plans and agreements under which the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option Options, Company Deferred Stock Grants and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensurehave been issued and, to the extent required byunder the terms of the Derivative Securities or the plans under which they were issued, and subject obtaining the consent of the holders of the Company Derivative Securities to the provisions ofamendments of the plans and agreements. Table of Contents (D) As soon as practicable and in any event no more than five (5) business days after the Effective Date, the Purchaser shall cause the Exchange Agent to send to the holders of all certificates previously representing Company Option Plan Derivative Securities: (i) a transmittal letter (the “Derivative Security Transmittal Letter”); and permitted under (ii) instructions for use in surrendering any certificates, instruments or agreements representing the Code or other relevant laws Company Derivative Securities; provided, however, that with respect to the exchange and regulations that payment for any Company Stock Option that qualified for tax treatment under Section 424(b) Option, such exchange and payment will be made based on the records of the Code prior to Company’s third party administrator of the Company’s 2000 Stock Option Plan as of the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take Date and all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all certificates, instruments, and agreements representing Company Stock Options and Warrants Company Deferred Stock Grants shall be deemed delivered and cancelled upon payment therefor. (E) In each case, promptly after receipt of a fully executed Derivative Security Transmittal Letter and such certificates, instruments or agreements nominally representing the Company Derivative Securities, the Exchange Agent shall mail its check to the address specified by the holder in the letter of transmittal in the aggregate amount of the consideration to which such holder is entitled as described in Section 2.05(A) above. No interest, dividends or other amount will be paid or shall accrue on the terms set forth in this Section 2.03(b)Company Derivative Securities from and after the Effective Time.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether vested or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vestedunvested, shall by virtue of the Merger be assumed by Parent. Each Accordingly, each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue shall be deemed to haveconstitute an option to acquire, and be subject to, on the same terms and conditions of as were applicable under such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that Option, a number of whole shares of Parent Common Stock equal to Preferred Stock, such that upon conversion of such Parent Preferred Stock, the product holder of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to option would receive the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole same number of shares of Parent Common Stock if as the said product is equal to or less than the fraction holder of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time of (rounded down to the Merger by the Exchange Rationearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Parent stock option in accordance with the foregoing. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option to which Section 422 of the Code applies (“Incentive Stock Options”), Parent shall comply with the terms of all such the Company Stock Options and Warrants and use its best efforts Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective Time. (b) Upon Closing, Parent will issue warrants to acquire shares of Parent Preferred Stock, with such number of shares of Parent Preferred Stock to be based on the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) Exchange Ratio, as applicable, to existing warrant holders of the Code Company (such issuance to be conditioned upon delivery to Parent and cancellation of existing Company warrants) such that the holder of such warrants upon exercise will receive that number of shares of Parent Common Stock as such holder would have been entitled to receive pursuant to the Merger had such holder exercised such warrants immediately prior to the Effective Time of (rounded down to the Merger continue to so qualify after nearest whole number), with the Effective Time of same expiration date as currently exists and at a per share exercise price proportionately adjusted for the Merger. Company Stock Exchange Ratio, as applicable. (c) Parent shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Common Preferred Stock for delivery upon exercise of all under Company Stock Options and Company Warrants on the terms set forth assumed in accordance with this Section 2.03(b)5.11.

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock Shares (each, a "Company Stock OptionCOMPANY STOCK OPTION"), whether or not granted under the Company Option Plan, ) and all outstanding warrants to purchase Company Common Stock the outstanding Shares (each, a "COMPANY WARRANT") then outstanding, in each case whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Company Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Company Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan Company's stock incentive plans and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Company Warrants on the terms set forth in this Section 2.03(b)SECTION 2.3.2.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company shares of IPEC Regular Common Stock (each, a each an "Company IPEC Stock Option")) under the 1992 IPEC Stock Option Plan, whether or not granted under the Company Option Planexercisable, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger will be assumed by ParentSpeedFam and each option to purchase IPEC Regular Common Stock (also an "IPEC Stock Option") granted pursuant to the McDaxxxx Xxxeement which is vested as of the Effective Time shall be assumed by SpeedFam. Each Company IPEC Stock Option and Warrant so assumed by Parent SpeedFam under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in the 1992 IPEC Stock Option Plan or the McDaxxxx Xxxeement, as applicable, immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactionsrights), except that (i) each Company IPEC Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent SpeedFam Common Stock equal to the product of the number of Company Shares shares of IPEC Common Stock that were issuable upon exercise of such Company IPEC Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent SpeedFam Common Stock, and (ii) the per share exercise price for the shares of Parent SpeedFam Common Stock issuable upon exercise of such assumed Company IPEC Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of IPEC Common Stock at which such Company IPEC Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with After the terms Effective Time, SpeedFam will issue to each holder of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company an outstanding IPEC Stock Option a notice describing the foregoing assumption of such IPEC Stock Option by SpeedFam. At the Effective Time, SpeedFam shall issue a new warrant to replace the unexercised, issued and outstanding H & Q I Warrant which shall be exercisable for the number of shares of SpeedFam Common Stock that qualified equals the number of shares of IPEC Regular Common Stock for tax treatment under Section 424(b) of which the Code H & Q I Warrant was exercisable immediately prior to the Effective Time of multiplied by the Merger continue Exchange Ratio, rounded down to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient nearest whole number of shares of Parent SpeedFam Common Stock. In addition, the H & Q I Warrant Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the H & Q I Warrant. At the Effective Time, SpeedFam shall assume the unexercised, issued and outstanding H & Q II Warrant which shall become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for delivery upon exercise which the H & Q II Warrant was exercisable immediately prior to the Effective Time, adjusted in accordance with the terms of the H & Q II Warrant. In addition, the H & Q II Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the H & Q II Warrant. -44- 50 At the Effective Time, each of the unexercised, issued and outstanding Intel Warrants shall automatically by operation of law and their original terms, and without necessity of any exchange or other action by the holder thereof, become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the Intel Warrants were exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of SpeedFam Common Stock. In addition, the Intel Exercise Price shall be adjusted at the effective Time in accordance with the terms of the Intel Warrant. At the Effective Time, SpeedFam shall assume the unexercised, issued and outstanding Fletxxxx Xxxrant which shall become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the Fletxxxx Xxxrant was exercisable immediately prior to the Effective Time, adjusted in accordance with the terms of the Fletxxxx Xxxrant. In addition, the Fletxxxx Xxxrcise Price shall be adjusted at the Effective Time in accordance with the terms of the Fletxxxx Xxxrant. At the Effective Time, each of the unexercised, issued and outstanding UPO's shall automatically by operation of law and their original terms, and without necessity of any exchange or other action by the holder thereof, become exercisable for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the UPO's were exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of SpeedFam Common Stock, plus warrants for the number of shares of SpeedFam Common Stock that equals the number of shares of IPEC Regular Common Stock for which the warrants under the UPO's were exercisable immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of SpeedFam Common Stock (the "UPO Warrant"). In addition, the UPO Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the UPO's, and the UPO Warrant Exercise Price shall be adjusted at the Effective Time in accordance with the terms of the UPO Warrant. At the Effective Time, each of the issued and outstanding IPEC Convertible Notes shall remain outstanding thereafter as an obligation of IPEC, as applicable, and from and after the Effective Time, the holders of the IPEC Convertible Notes shall have the right to convert such IPEC Convertible Notes into the number of shares of SpeedFam Common Stock receivable in the Merger by a holder of the number of shares of IPEC Regular Common Stock into which the IPEC Convertible Notes could have been converted immediately prior to the Merger. IPEC shall comply with all notice requirements arising as a consequence of this Agreement and the transactions contemplated hereby under that certain Indenture, dated as of September 15, 1997 (the "Indenture"), between IPEC and State Street Bank and Trust Company of California, N.A., as trustee thereunder (the "Trustee") pursuant to which the IPEC Convertible Notes are issued and outstanding. At the Effective Time, IPEC and SpeedFam shall execute and deliver to the Trustee a supplemental indenture pursuant to, and satisfying the requirements of, Section 3.5(e), 11.1 and 15.6 of the Indenture, which supplemental shall be in form and substance reasonably satisfactory to SpeedFam and the Trustee and shall provide, among other things, that SpeedFam shall either assume, or be a guarantor of, IPEC's obligations under the Indenture (the "Note Guarantee"). IPEC and SpeedFam shall use reasonable efforts to obtain the consent of Noteholders required under the September 15, 1997 Registration Rights Agreement relating to the Notes ("Notes Registration Rights Agreements") to delete clause (B) from the definition of "Registrable Securities." Obtaining this consent is not a condition to closing. (b) IPEC Stock Options assumed by SpeedFam shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent IPEC Stock Options qualified as incentive stock options immediately prior to the Effective Time. (c) The Board of Directors of IPEC will take all actions necessary, including the making of any required announcement in a timely manner, to set the New Purchase Date under the IPEC Employee Stock Purchase Plan and Warrants to terminate such Plan immediately following the purchase of shares of IPEC Regular Common Stock on the terms set forth New Purchase Date. SpeedFam shall take all actions necessary to enable employees of IPEC as of the Effective Time to participate in this SpeedFam's Employee Stock Purchase Plan commencing on the first enrollment date following the Effective Time, giving credit for employment by IPEC for purposes of the eligibility provisions of SpeedFam's Employee Stock Purchase Plan. (d) SpeedFam will reserve sufficient shares of SpeedFam Common Stock for issuance under Sections 5.11(a) and under Section 2.03(b1.6(c), (e) and (i) hereof.

Stock Options and Warrants. At (a) Not later than 10 Business Days prior to the Effective Time, the Company will send a notice (the "Option Notice") to all holders of outstanding Options specifying that (i) all Options that will constitute Vested Options as of the Effective Time will not be assumed in connection with the Merger but will be converted into the right to receive the amount set forth in Section 4.2(b) hereof, and (ii) all Options that constitute Excluded Options will be exchanged for options of reasonably and substantially like value of the MergerParent, each outstanding option with such exchange to purchase Company Common Stock (each, be based on a "Company Stock Option"), whether or not granted under valuation of the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time equal to the Initial Merger Consideration. (b) Each Vested Option will by virtue of the Merger Merger, and without any action on the part of the holder thereof, be terminated and cancelled as of the Effective Time and converted into, and represent only, the right to receive from the Surviving Corporation an amount in cash equal to the number of shares of Company Common Stock subject to such Vested Option multiplied by the excess, if any, of the Aggregate Per Share Amount over the exercise price per share thereof (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration as adjusted pursuant to Section 4.1(b)) (such payment to be net of vesting on certain transactionsapplicable withholding taxes), except that payable as follows: (i) the excess of the Initial Per Share Amount over the exercise price per share thereof shall be payable upon compliance with the holder thereof with the procedures set forth in Section 4.5, (ii) the Escrow Per Share Amount shall be payable upon the release of the Escrow Amount Payable from escrow pursuant to the Escrow Agreement and compliance with the holder thereof with the procedures set forth in Section 4.5 and (iii) any Contingent Per Share Amount that becomes payable pursuant to Section 4.3 shall be payable upon fulfillment of the applicable Milestone and compliance with the holder thereof with the procedures set forth in Section 4.5. Set forth in Schedule 4.2(a) of the Company Disclosure Schedule is a list of all Vested Options outstanding on the date hereof and that will be outstanding as of the Effective Time and the related exercise prices. Set forth in Schedule 4.2(b) of the Company Disclosure Schedule is a list of all Excluded Options outstanding on the date hereof and that will be outstanding as of the Effective Time and the related exercise prices and vesting schedules. Within 180 days of the Closing Date, the Excluded Options will be exchanged for options of reasonably and substantially like value of the Parent based on the assumptions set forth in Section 4.2(a) above. (c) Prior to consummation of the Merger, the Company shall (i) notify the holder of each Company Stock Option and Warrant that such warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product cancelled as of the number Effective Time and (ii) allow the holder of any Company Shares that were issuable upon Warrant to exercise of such Company Stock Option or Warrant immediately warrant prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the exercisable). Each Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time Warrant will by virtue of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options , and Warrants without any action on the terms set forth in this Section 2.03(b)part of the holder thereof, be terminated and cancelled as of the Effective Time.

Stock Options and Warrants. At the Effective Time Date of the Merger, the Avanex-California 1998 Stock Plan (the "Plan"), and all options and stock purchase rights relating to Common Stock (each a "Avanex Option") then outstanding under such plan, and all rights to acquire stock pursuant to any outstanding warrants of Avanex-California (each a "Avanex Warrant"), or otherwise, shall be assumed by Avanex-Delaware in accordance with provisions described below. (i) At the Effective Date of the Merger, each outstanding option and unexercised option, warrant and other right to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shares of capital stock of Avanex-California shall by virtue of the Merger be assumed by Parent. the Surviving Corporation and shall become an option, warrant or right to purchase a number of shares equal to 1.5 times that number of shares subject to Avanex-California's option (rounded down to the nearest share), at the exercise price equal to the exercise price of Avanex-California's option multiplied by 2/3 (rounded up to the nearest cent) and each existing and effective employee stock benefit plan of Avanex-California (the "Stock Plans") shall similarly be assumed by the Surviving Corporation for all intents and purposes as if such plan, including the reservation of shares of Common Stock for issuance pursuant thereto (multiplied by 1.5), had been originally adopted and authorized by the Surviving Corporation. (ii) Each Company Stock Avanex Option and Avanex Warrant so assumed by Parent Avanex-Delaware under this Agreement will shall continue to have, and be subject to, the same terms and conditions set forth in the Plan and/or as provided in the respective agreements governing such Avanex Option or Avanex Warrant immediately prior to the Effective Date of such the Merger. (iii) It is the intention of the parties that the Avanex Options assumed by Avanex-Delaware qualify following the Effective Date of the Merger as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent the Avanex Options qualified as incentive stock options immediately prior to the Effective Time Date of the Merger Merger. (includingiv) Promptly following the Effective Date of the Merger, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration Avanex-Delaware will issue to each holder of vesting on certain transactions), except that (i) each Company Stock an outstanding Avanex Option and Avanex Warrant will be exercisable a document evidencing the foregoing assumption of such Avanex Option and Avanex Warrant by Avanex-Delaware. (or will become exercisable in accordance with its termsv) for that number At the Effective Date of whole the Merger, Avanex-California shall assign to Avanex-Delaware any and all rights of repurchase pertaining to shares of Parent Avanex-California Common Stock equal to the product of the number of Company Shares that were issuable issued upon exercise of such Company Stock Option stock options, pursuant to stock purchase agreements or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)otherwise.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of capital stock of the Company Common Stock that is then outstanding, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 1997 Stock Plan (the "Stock Plan") and the stock option agreement by which such Company Option Plan, and all outstanding warrants is evidenced. All rights with respect to purchase Company Common Stock under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement will may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged and shall continue to have, and be subject to, the same terms and conditions of as set forth in the Stock Plan and/or stock option agreement by which such options Company Option is evidenced immediately prior to the Effective Time of the Merger (includingTime; provided, without limitationhowever, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)that each such assumed Company Option shall, except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of , be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to after the Effective Time Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. Following the Merger multiplied by Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal subject to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, such assumed Company Option and (ii) the exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).Stock

Stock Options and Warrants. At (a) Subject to Section 5.5(c), at the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Planwhich is outstanding and unexercised immediately prior to the Effective Time, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue will be converted into and become an option to purchase Parent Common Stock, and Parent will assume each such Company Option in accordance with the terms (as in effect as of the Merger be assumed date of this Agreement) of the stock option plan under which it was issued and the terms of the stock option agreement by Parentwhich it is evidenced. Each Company Stock Option Accordingly, from and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to after the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will assumed by Parent may be exercisable (or will become exercisable in accordance with its terms) exercised solely for that number of whole shares of Parent Common Stock equal to Stock, (ii) the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is subject to each such Company Option will be equal to the number of shares of Company Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio applicable to the class or less than series of Company Stock for which such Company Option was exercisable immediately prior to the fraction of oneEffective Time, rounding down to the nearest whole share, (iii) the per-half (.5) of one Parent Common Stock or rounded share exercise price under each such Company Option will be adjusted by dividing the per-share exercise price under such Company Option by the applicable Exchange Ratio and rounding up to the nearest whole cent and (iv) any restriction on the exercise of any such Company Option will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option will otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.5(a) will, 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 subsequent to the Effective Time. The assumption of Company Options provided for in this Section 5.5(a) is intended to be effected in a manner which is consistent with Section 424(a) of the Code with respect to Company Options that are intended to be "incentive stock options." In connection with the assumption or substitution of Company Options, Parent intends to take such actions as may be necessary to ensure that, prior to the expiration of one year after the Closing Date, no shares of Parent Common Stock received upon exercise of assumed or substituted Company Options may be the subject of a Disposition (as defined in Section 1.9) without the prior written consent of Parent, except that each optionee may dispose of: (a) up to an aggregate of 10% of the total number of shares of Parent Common Stock if covered by such options at any time after the said product is greater than Closing Date; (b) up to a cumulative aggregate of 47% of such shares at any time after the fraction expiration of one-half (.5) of one Parent Common Stock, 180 days after the Closing Date; and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(bc).

Stock Options and Warrants. A. At the Effective Time of Time, the Merger, Company's obligations with respect to each outstanding option to purchase Company Common Stock (each, a "Company Stock Option")Option or Warrant, whether vested or not granted under the Company Option Planunvested, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable terminated and such Option or Warrant shall be replaced with an option or warrant, as the case may be, (such replacement options or will become exercisable in accordance with its termswarrants shall hereinafter be referred to collectively as "Parent Securities" or individually as "Parent Security") for that number of whole to acquire shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio.1521298, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the . The per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant Parent Security will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock the related Option and or Warrant was exercisable immediately prior to the Effective Time of by .1521298 and rounding the Merger by the Exchange Ratio, rounded resulting exercise price up to the nearest whole cent. Each Parent Security shall comply be evidenced by an option or warrant agreement in a form acceptable to Parent and shall contain the following additional provisions: (i) with respect to any Parent Security to be issued to Messrs. Xxxxxxx, Xxxxx and Bilanich or to individuals who are former employees or directors of either Company or Subsidiary as of the date of this Agreement, the expiration date of such Parent Security shall be the same expiration date as presently provided in such party's existing option or warrant agreement with the terms Company; (ii) with respect to any Parent Security to be issued to any other party not described in clause (i) above, the expiration date of all such Parent Security shall be the later of (x) one (1) year from the date of Closing or (y) the thirtieth (30th) day following termination of such employee's employment with the Company Stock or Subsidiary, but in no event shall such expiration date extend beyond the expiration date presently provided in such party's existing option or warrant agreement with the Company and (iii) the Parent Security shall be subject to automatic exchange for a comparable option or warrant to acquire PracticeWorks common stock upon the PracticeWorks Spin-off, adjusted to reflect the exchange rate applicable to other options or warrants of the Parent which are exchanged in connection with the PracticeWorks Spin-off. B. Upon execution of this Agreement, Company will promptly send notice to each Option or Warrant holder of the proposed termination and exchange of such holder's Options and or Warrants and use its best efforts to ensure, to the extent required byas described above, and subject to the provisions of, the Company Option Plan further agrees to take any and permitted all other action as may be required under any existing option or warrant agreements to effectuate the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under transactions contemplated by this Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. 6.4. C. Parent shall take all corporate actions necessary to will reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in issuance under this Section 2.03(b)6.4. hereof.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option to purchase Company shares of Insmed Common Stock (each, a an "Company Insmed Stock Option" or collectively, "), Insmed Stock Options") whether vested or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vestedunvested, shall by virtue of the Merger be assumed by Parent. Each Company Parent (all of such plans or agreements pursuant to which any Insmed Stock Option and Warrant so assumed by Parent under this Agreement will continue has been issued or may be issued are referred to havecollectively as the "Insmed Plans"). To effect that assumption, and each Insmed Stock Option shall be subject toreplaced with an option to acquire, on the same terms and conditions of as were applicable under such options immediately prior to Insmed Stock Option, the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole same number of shares of Parent Common Stock if as the said product is holder of such Insmed Stock Option would have been entitled to receive pursuant to the Exchange had such holder exercised such option in full immediately prior to the Effective Time, at a price per share equal to or less than (y) the fraction aggregate exercise price for the shares of one-half (.5) of one Parent Insmed Common Stock or rounded up otherwise purchasable pursuant to such Insmed Stock Option divided by (z) the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of purchasable pursuant to such assumed Company Stock Option and Warrant will be equal replacement option pursuant to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, this Section 4.3 rounded up to the nearest whole one tenth of a cent; provided, however, that in the case of any 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 determined in order to comply with section 424(a) of the Code rounded up to the nearest one tenth of a cent. Parent shall comply with make such assumption in such manner that (i) Parent is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the terms meaning of all such Company Stock Options and Warrants and use its best efforts to ensure, Section 424 of the Code or (ii) to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) 424 of the Code prior does not apply to the Effective Time such Insmed Stock Option, Parent would be such a corporation were Section 424 of the Merger continue Code applicable to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common such Insmed Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Option.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether vested or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vestedunvested, shall by virtue of the Merger be assumed by Parent. Each Accordingly, each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue shall be deemed to haveconstitute an option to acquire, and be subject to, on the same terms and conditions of as were applicable under such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that Option, a number of whole shares of Parent Common Stock equal to Preferred Stock, such that upon conversion of such Parent Preferred Stock, the product holder of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to option would receive the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole same number of shares of Parent Common Stock if as the said product is equal to or less than the fraction holder of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable would have been entitled to receive pursuant to the Merger had such holder exercised such option in full including as to unvested shares, immediately prior to the Effective Time of (rounded down to the Merger by the Exchange Rationearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Parent stock option in accordance with the foregoing. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, and the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (subject to the adjustments required by this Section 5.11 after giving effect to the Merger). In the case of any Company Stock Option to which Section 422 of the Code applies (“Incentive Stock Options”), Parent shall comply with the terms of all such the Company Stock Options and Warrants and use its best efforts Option Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Stock Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective Time. (b) Within 30 days after the Closing, Parent will issue warrants to acquire shares of Parent Preferred Stock, with such number of shares of Parent Preferred Stock to be based on the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) Exchange Ratio, as applicable, to existing warrant holders of the Code Company (such issuance to be conditioned upon delivery to Parent and cancellation of existing Company warrants) such that the holder of such warrants upon exercise will receive that number of shares of Parent Common Stock as such holder would have been entitled to receive pursuant to the Merger had such holder exercised such warrants immediately prior to the Effective Time of (rounded down to the Merger continue to so qualify after nearest whole number), with the Effective Time of same expiration date as currently exists and at a per share exercise price proportionately adjusted for the Merger. Company Stock Exchange Ratio, as applicable. (c) Parent shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Common Preferred Stock for delivery upon exercise of all under Company Stock Options and Company Warrants on the terms set forth assumed in accordance with this Section 2.03(b)5.11.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each then-outstanding option to purchase Company Common Shares (collectively, the "Options") under Company's 1992 Stock Option Plan, 1997 Equity Incentive Plan, IQ 1993 Stock Option Plan, IQ 1987 Stock Option Plan and IQ 1994 Non-Employee Directors Stock Option Plan, as each of such plans has been amended from time to time (eachcollectively, a the "Company Stock OptionOption Plans"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether then exercisable or not fully vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option Parent and Warrant so assumed by Parent under this Agreement will continue shall constitute an option (a "Substitute Option") to haveacquire, and be subject to, on substantially the same terms and subject to substantially the same conditions of as were applicable under such options immediately prior to the Effective Time Option, including without limitation term, vesting, exercisability, status as an "incentive stock option" (if applicable) under Section 422 of the Merger Internal Revenue Code of 1986, as amended (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions"Code"), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of termination provisions, the number of Company Shares that were issuable upon exercise shares of such Company Stock Option or Warrant immediately prior to the Effective Time common stock, par value $0.10 per share ("Parent Common Stock") of the Merger multiplied by the Exchange RatioParent, rounded down to the nearest whole share, determined by multiplying the number of shares of Parent Common Stock if the said product is equal Shares subject to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange RatioConversion Factor (as defined below), rounded up at an exercise price per share of Parent Common Stock (increased to the nearest whole cent. Parent ) equal to the exercise price per Share subject to such Option divided by the Conversion Factor; provided, however, that in the case of any Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code, the conversion formula shall be adjusted if necessary to comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b424(a) of the Code prior to Code. For purposes of this Agreement "Conversion Factor" means the Effective Time of Offer Consideration divided by the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares average closing price per share of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth NYSE (as defined in this Section 2.03(b)9.3) for the five consecutive trading days ending on the trading day immediately prior to the Closing Date.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option all options to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted then outstanding under the Company Option Plan, Company's 1997 Stock Plan (the "OPTION PLAN") or otherwise and all outstanding warrants Warrants shall be assumed by Parent in accordance with provisions described below. (i) At the Effective Time, each outstanding option or other right to purchase shares of Company Common Stock (each a "COMPANY OPTION") under the outstanding Option Plan or otherwise, whether vested or not vestedunvested, and each Warrant shall by virtue of be, in connection with the Merger be Merger, assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of set forth in the Option Plan and/or as provided in the respective option agreements or warrant agreement governing such options Company Option or Warrant, as the case may be, immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (iA) each such Company Stock Option and or Warrant will shall be exercisable (or will become exercisable in accordance with its termswhen vested) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down (in the case of Company Options granted under the Option Plan) to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and or Warrant will shall be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and or Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. . (ii) It is the intention of the parties that the Company Options assumed by Parent shall comply with qualify following the terms Effective Time as incentive stock options as defined in Section 422 of all such Company Stock Options and Warrants and use its best efforts to ensurethe Internal Revenue Code of 1986, as amended (the "CODE"), to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that Options qualified for tax treatment under Section 424(b) of the Code as incentive stock options immediately prior to the Effective Time of the Merger continue to so qualify after Time. (iii) As soon as practicable following the Effective Time Time, Parent will issue to each holder of an outstanding Company Option or Warrant a document evidencing the Merger. foregoing assumption of such Company Option or Warrant by Parent. (iv) Parent shall take all necessary corporate actions necessary action to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth assumed in accordance with this Section 2.03(b1.6(c).

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Planexercisable, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger will be assumed by ParentPurchaser. Each Company Stock Option and Warrant so assumed by Parent Purchaser under this Agreement will continue to have, and be subject to, the same terms and conditions of such options set forth in Ventures' 1996 Equity Incentive Plan immediately prior to the Effective Time of and the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)stock option agreement by which it is evidenced, except that (i1) each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Purchaser Common Stock (including Escrow Shares, if applicable) into which the shares of Ventures Common Stock subject to such option would have been converted pursuant to Section 1.6(a) if such option had been exercised in its entirety immediately prior to the Effective Time, rounded down to the nearest whole share of Purchaser Common Stock, and (2) the per share exercise price for the shares of Purchaser Common Stock issuable upon exercise of such Option will be equal to the quotient determined by dividing (A) the aggregate exercise price of such option, less any cash in lieu of a fractional share to which the holder of the Option would have been entitled had such Option been exercised immediately prior to the Effective Time, by (B) the number of shares of Purchaser Common Stock issuable upon exercise of such Option pursuant to clause (1) above, and rounding the resulting exercise price up to the nearest whole cent. As soon as practicable following the Effective Time, Purchaser will issue to each holder of an Option a notice describing the foregoing assumption of such Option by Purchaser. (b) At the Effective Time, each outstanding Warrant will be assumed by Purchaser. Each Warrant so assumed by Purchaser under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the warrant agreement by which it is evidenced, except that (1) each Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Purchaser Common Stock equal (including Escrow Shares, if applicable) into which the shares of Ventures Series A Preferred Stock subject to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant warrant would have been converted pursuant to Section 1.6(a) if such warrant had been exercised in its entirety immediately prior to the Effective Time of the Merger multiplied by the Exchange RatioTime, rounded down to the nearest whole number share of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Purchaser Common Stock, and (ii2) the per share exercise price for the shares of Parent Purchaser Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing (A) the aggregate exercise price per Company Share at of such warrant, less any cash in lieu of a fractional share to which the holder of the Warrant would have been entitled had such Company Stock Option and Warrant was exercisable been exercised immediately prior to the Effective Time Time, by (B) the number of shares of Purchaser Common Stock issuable upon exercise of such Warrant pursuant to clause (1) above, and rounding the Merger by the Exchange Ratio, rounded resulting exercise price up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to As soon as practicable following the Effective Time Time, Purchaser will issue to each holder of a Warrant a notice describing the Merger continue to so qualify foregoing assumption of such Warrant by Purchaser. (c) Purchaser will, within fifteen (15) business days after the Effective Time of Closing, file a registration statement on Form S-8 covering the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Purchaser Common Stock for delivery issuable upon exercise of all Company Stock the assumed Options and Warrants on deliver prospectuses relating thereto to the terms set forth holders thereof in this Section 2.03(b)accordance with the rules and regulations of the SEC.

Stock Options and Warrants. At (a) Prior to the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock Shares (each, a "COMPANY STOCK Option") granted under the Company's plans identified in Section 4.14 of the Disclosure Schedule (as defined in the introductory clause to Article 4 below) as being the only compensation or benefit plans or agreements pursuant to which Company Stock OptionShares may be issued (collectively, the "COMPANY STOCK OPTION PLANS"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether vested or not vested, shall by virtue of be surrendered and cancelled in exchange for a right to receive such amount, if any, provided pursuant to Section 2.2(e), above. The Merger will further terminate the Merger be assumed by Parent. Each Company Stock Option Plans. In addition, prior to the Effective Time, the Company will adopt such resolutions and make any amendments to the terms of such stock option or compensation plans, arrangements or agreements that are necessary to give effect to the transactions contemplated by this Section 2.4. (b) Each Warrant so assumed by Parent under this Agreement will that remains outstanding following the Effective Time shall continue to have, and be subject to, the same terms and conditions of set forth in the documents governing such options Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each Company Stock Option and such Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock as is equal to the product of (x) the number of Company Shares that were issuable upon exercise of such Company Stock Option or purchasable under the Warrant immediately prior to the Effective Time of the Merger multiplied by and (y) the Exchange Ratio, Ratio (rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock), and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined obtained by dividing the aggregate exercise price per Company Share at which of such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery which such Warrant shall be exercisable as determined in accordance with the preceding clause (i), rounded to the nearest whole cent, and (iii) upon exercise for whole shares of all Parent Common Stock, an amount equal to the Per Share Cash Consideration, if any, shall be paid to the Warrant holder for such number of Company Stock Options Shares that would have been purchasable in accordance with the preceding clauses (i) and Warrants on (ii) prior to the terms set forth in this Section 2.03(b)Effective Time.

Stock Options and Warrants. At the Effective Time Time, Company's obligations with respect to each outstanding Company Stock Option (as disclosed in Section 3.3 of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"Disclosure Letter), whether or not granted under as amended in the Company Option Plan, and all outstanding warrants to purchase Company Common Stock manner described in the outstanding whether or not vestedfollowing sentence, shall by virtue of the Merger be assumed by Parent. Each The Company Stock Option and Warrant Options so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of as set forth in the stock option plans and agreements pursuant to which such options Company Stock Options were issued as in effect immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each such Company Stock Option and Warrant will shall be exercisable (or will become exercisable in accordance with its termssubject to applicable vesting schedules) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares that were issuable upon exercise of Common Stock covered by such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or Ratio and rounded up to the nearest whole number of shares of Parent Common Stock if and the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the exercise price per share exercise price shall be appropriately adjusted. Each warrant disclosed in Section 3.3 of the Disclosure Letter shall be converted into a Parent warrant on the same terms and conditions except that each such warrant shall be exercisable for the that number of whole shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined product of the number of shares of Company Common Stock covered by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, Ratio and rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock and the exercise price per share shall be appropriately adjusted. Parent shall (i) reserve for delivery issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Company Stock Options and warrants pursuant to this Section 5.15 and (ii) promptly after the Effective Time issue to each holder of an outstanding Company Stock Option or warrant a document evidencing the assumption by Parent of Company's obligations with respect thereto under this Section 5.15. Nothing in this Section 5.15 shall affect the schedule of vesting with respect to the Company Stock Options to be assumed by Parent as provided in this Section 5.15. Notwithstanding anything to the contrary set forth herein, each Identified Shareholder agrees (i) to exercise or cause to be exercised all Company Stock Options directly or indirectly beneficially owned by him (the "Identified Shareholder Options") prior to the Effective Time and Warrants on (ii) that to the terms set forth extent not exercised in this Section 2.03(b)accordance herewith, all Identified Shareholder Options owned by such Identified Shareholder shall automatically terminate at the Effective Time.

Stock Options and Warrants. At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock Shares (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, ) and all outstanding warrants to purchase Company Common Stock the outstanding Shares (each, a "Company Warrant") then outstanding, in each case whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Company Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Company Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan Company's stock incentive plans and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Company Warrants on the terms set forth in this Section 2.03(b)2.3.2.

Stock Options and Warrants. A. At the Effective Time of Time, the Merger, Company's obligations with respect to each outstanding option to purchase Company Common Stock (each, a "Company Stock Option")Option or Warrant, whether vested or not granted under the Company Option Planunvested, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable terminated and such Option or Warrant shall be replaced with an option or warrant, as the case may be, (such replacement options or will become exercisable in accordance with its termswarrants shall hereinafter be referred to collectively as "Parent Securities" or individually as "Parent Security") for that number of whole to acquire shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio.1521298, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the . The per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant Parent Security will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock the related Option and or Warrant was exercisable immediately prior to the Effective Time of by .1521298 and rounding the Merger by the Exchange Ratio, rounded resulting exercise price up to the nearest whole cent. Each Parent Security shall comply be evidenced by an option or warrant agreement in a form acceptable to Parent and shall contain the following additional provisions: (i) with respect to any Parent Security to be issued to Messrs. Horsxxx, Xxxxx xxx Bilanich or to individuals who are former employees or directors of either Company or Subsidiary as of the date of this Agreement, the expiration date of such Parent Security shall be the same expiration date as presently provided in such party's existing option or warrant agreement with the terms Company; (ii) with respect to any Parent Security to be issued to any other party not described in clause (i) above, the expiration date of all such Parent Security shall be the later of (x) one (1) year from the date of Closing or (y) the thirtieth (30th) day following termination of such employee's employment with the Company Stock or Subsidiary, but in no event shall such expiration date extend beyond the expiration date presently provided in such party's existing option or warrant agreement with the Company and (iii) the Parent Security shall be subject to automatic exchange for a comparable option or warrant to acquire PracticeWorks common stock upon the PracticeWorks Spin-off, adjusted to reflect the exchange rate applicable to other options or warrants of the Parent which are exchanged in connection with the PracticeWorks Spin-off. B. Upon execution of this Agreement, Company will promptly send notice to each Option or Warrant holder of the proposed termination and exchange of such holder's Options and or Warrants and use its best efforts to ensure, to the extent required byas described above, and subject to the provisions of, the Company Option Plan further agrees to take any and permitted all other action as may be required under any existing option or warrant agreements to effectuate the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under transactions contemplated by this Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. 6.4. C. Parent shall take all corporate actions necessary to will reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in issuance under this Section 2.03(b)6.4. hereof.

Stock Options and Warrants. At (a) As soon as practicable following the date of this Agreement, MiNT and the Company shall take such action, and shall obtain all such agreements and consents, if any, as may be required to effect the following provisions of this Section 2.2. As of the Effective Time of the Merger, each outstanding option to purchase shares of MiNT Stock and each outstanding warrant to purchase MiNT Stock shall either (i) be assumed by the Company Common Stock (each, a "and converted into an option or warrant to purchase shares of Company Stock Option"), whether or not (ii) be replaced by a new substitute option or warrant to purchase shares of Company Stock granted under the terms of the Company's stock option plans. In the case of any Company Option Planstock option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, (x) the number of shares of Company Stock subject to the assumed stock option shall be the product (truncated to the nearest whole share) of the number of shares of MiNT Stock subject to the MiNT stock option multiplied by the Exchange Ratio, and all outstanding warrants (y) the exercise price per share of Company Stock under the assumed stock option shall be the quotient (rounded up to purchase Company Common Stock the outstanding whether or not vested, shall by virtue nearest $.01) of the Merger be assumed by Parent. Each Company exercise price per share of MiNT Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options MiNT stock option immediately prior to the Effective Time divided by the Exchange Ratio. (b) In the case of any other MiNT stock option or warrant, (x) the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration number of vesting on certain transactions), except that (i) each shares of Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal subject to the assumed stock option or warrant shall be the product (rounded up to the nearest whole share) of the number of Company Shares that were issuable upon shares of MiNT Stock subject to the MiNT stock option or warrant multiplied by the Exchange Ratio, and (y) the exercise price per share under the assumed stock option or warrant shall be the quotient (truncated to the nearest $.01) of such Company the exercise price per share of MiNT Stock Option under the MiNT stock option or Warrant warrant immediately prior to the Effective Time of the Merger multiplied divided by the Exchange Ratio, rounded down . (c) Each assumed stock option and warrant shall be subject to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up same expiration date and vesting provisions as were applicable to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable relevant MiNT stock option or warrant immediately prior to the Effective Time Time. Within two business days of the Merger by Effective Time, the Exchange Ratio, rounded up to the nearest whole cent. Parent Company shall comply prepare and file with the terms Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to shares of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, assumed stock options and to maintain the Company Option Plan effectiveness of such registration statement or registration statements covering such assumed stock options (and permitted under maintain the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) current status of the Code prior to the Effective Time of the Merger continue to prospectus or prospectuses contained therein) for so qualify after the Effective Time of the Mergerlong as such assumed stock options remain outstanding. Parent The Company shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Common Company Stock for delivery upon exercise of all Company Stock Options the options and Warrants on the terms set forth in this Section 2.03(b)warrants described above.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option all options to purchase Company shares of Ironclad Common Stock (each, a "Company Stock Option"), whether or not granted under the Company Option Plan, then outstanding and all outstanding warrants to purchase Company shares of Ironclad Common Stock the outstanding or Ironclad Preferred Stock then outstanding, in each case whether vested or not vestedunvested, shall by virtue of the Merger be assumed by ParentEUTA or replaced with EUTA options and warrants on substantially identical terms (each an "ASSUMED OPTION" or "ASSUMED WARRANT" and together, each an "ASSUMED OPTION AND WARRANT") in accordance with this SECTION 2.9.8 , provided that warrants to purchase shares of Ironclad Common Stock or Ironclad Preferred Stock will be exercisable into shares of EUTA Common Stock based Exchange Ratio applicable thereto. Each Company Stock Assumed Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Assumed Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent EUTA Common Stock equal to the product of the number of Company Shares shares of Ironclad Common Stock or Ironclad Preferred Stock that were issuable upon exercise of such Company Stock Option Ironclad option or Warrant warrant immediately prior to the Effective Time of the Merger multiplied by the Ironclad Common Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Ironclad Series A Preferred Stock if the said product is equal to Exchange Ratio, or less than the fraction of one-half (.5) of one Parent Common Ironclad Series B Preferred Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common StockExchange Ratio, as applicable, and (ii) the per share exercise price for the shares of Parent EUTA Common Stock issuable upon exercise of such assumed Company Stock each Assumed Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share share of Ironclad Common Stock at which such Company Stock Option and Warrant Ironclad option or warrant was exercisable immediately prior to the Effective Time of the Merger by the Ironclad Common Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

Stock Options and Warrants. At (a) As of the Effective Time Time, any Company Stock Options or warrants exercisable for Company Stock and Preferred Stock, which are outstanding as of the Mergerdate hereof and have not expired as of the Effective Time, shall be assumed by Acquiror and converted into options or warrants, as the case may be, such that each outstanding Company Stock Option shall be converted into an option to purchase Company Common such shares of Acquiror Stock (each, a "Company Stock Option"), whether or not granted under as the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of holder thereof would have received in the Merger be assumed by Parent. Each had such option been exercised prior to the Effective Time, at an aggregate purchase price equal to the aggregate purchase price applicable prior to such conversion; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code to the effect that the number of shares shall be rounded down to the nearest whole share and Warrant so assumed by Parent under this Agreement will continue the exercise price shall be rounded up to havethe nearest cent. Except as provided above, and the converted stock options or warrants, as the case may be, shall be subject to, to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to the Company Stock Options or warrants, as the case may be, immediately prior to the Effective Time. (b) No such option or warrant shall be converted into a stock option or warrant to purchase a partial share of Acquiror Stock. (c) The consummation of the Merger shall not be treated as a termination of employment for purposes of such stock options or warrants. (d) It is intended that Company Stock Options assumed by Acquiror shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Internal Revenue Code, to the extent Company Stock Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of the Merger this Section 6.1 shall be applied consistent with such intent. (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (ie) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole Acquiror shall reserve a number of shares of Parent Common Acquiror Stock if sufficient to cover the said product is equal to or less than the fraction issuance of one-half (.5) of one Parent Common Acquiror Stock or rounded up pursuant to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts or warrants assumed pursuant to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)6.1.

Stock Options and Warrants. At (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's stock option plans or arrangements (collectively, the "Company Option Plans")) shall take such action, and the Company shall obtain all such agreements and consents, if any, as may be required to effect the following provisions of this Section 2.2. Except as set forth in Section 7.1(d), Parent acknowledges that in connection with the transactions contemplated hereby that rights to acquire up to 3,000,000 shares of Company Common Stock pursuant to Company Stock Options granted to employees, officers, directors and consultants of the Company under the Company Option Plans shall become fully vested and exercisable in accordance with Company Option Plans. As of the Effective Time of the Merger, each outstanding option to purchase shares of Company Common Stock pursuant to the Company Option Plans (each, a "Company Stock Option"), whether or not ) shall be replaced by a new substitute option to purchase shares of Parent Common Stock granted under the terms of Parent's stock option plan (in each case, an "Assumed Stock Option") as follows: (i) In the case of any Company Stock Option Planto which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, (x) the number of shares of Parent Common Stock subject to the Assumed Stock Option shall be the product (truncated to the nearest whole share) of the number of shares of Common Stock subject to the Company Stock Option multiplied by the Exchange Ratio, and all outstanding warrants (y) the exercise price per share of Parent Common Stock under the Assumed Stock Option shall be the quotient (rounded up to purchase the nearest $.01) of the exercise price per share of Company Common Stock under the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time divided by the Exchange Ratio. (ii) In the case of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each other Company Stock Option and Warrant will be exercisable Option, (or will become exercisable in accordance with its termsx) for that the number of whole shares of Parent Common Stock equal subject to the Assumed Stock Option shall be the product (rounded up to the nearest whole share) of the number of shares of Company Shares that were issuable upon exercise of such Common Stock subject to the Company Stock Option or multiplied by the Exchange Ratio, and (y) the exercise price per share under the Assumed Stock Option shall be the quotient (truncated to the nearest $.01) of the exercise price per share of Company Common Stock under the Company Stock Option immediately prior to the Effective Time divided by the Exchange Ratio. (iii) Except as set forth in Section 7.1(d) and as determined by the Evaluation Committee (as defined in Section 5.1), each Assumed Stock Option shall be subject to the same expiration date and vesting provisions as were applicable to the relevant Company Stock Option immediately prior to the Effective Time. (iv) As of the Effective Time each outstanding warrant to purchase shares of Company Common Stock (a "Company Warrant") shall be assumed by Parent and the Company Warrant shall evidence the holders right to purchase shares of Parent Common Stock (in each case, an "Assumed Warrant"), as adjusted herein. The number of shares of Parent Common Stock subject to the Assumed Warrant shall be the product (rounded up to the nearest whole share) of the number of shares of Company Common Stock subject to the Company Warrant multiplied by the Exchange Ratio, and (y) the exercise price per share under the Assumed Warrant shall be the quotient (rounded to the nearest $.01) of the exercise price per share of Company Common Stock under the Company Warrant immediately prior to the Effective Time of the Merger multiplied divided by the Exchange Ratio, rounded down . Each Assumed Warrant shall be subject to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up same expiration date and other terms as were applicable to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed relevant Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Time.

Stock Options and Warrants. At (a) Each option or warrant to purchase shares of Seller Common Stock that is outstanding at the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock whether or not exercisable and whether or not vested (each, a "Company Stock Seller Option"), whether shall, without any action on the part of Seller or not granted under the Company Option Planholder thereof, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by ParentSurviving Corporation in such manner that Surviving Corporation (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 that Section 424 of the Code does not apply to any such Seller Option, would be such a corporation if Section 424 of the Code were applicable to such Seller Option. Each Company Surviving Corporation shall assume Seller's 1996 Stock Option Plan (the "Seller Option Plan"). From and Warrant so after the Effective Time, all references to Seller in the Seller Options shall be deemed to refer to the Surviving Corporation. The Seller Options assumed by Parent under this Agreement will continue to have, and Surviving Corporation shall be subject to, exercisable upon the same terms and conditions of such options immediately prior to as under the Effective Time of the Merger Seller Options (including, without limitation, any repurchase rights or vesting provisions and including provisions regarding vesting and the acceleration of vesting on certain transactions), thereof) except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal such Seller Options shall entitle the holder to purchase from the product of Surviving Corporation the number of Company Shares that were issuable upon exercise shares of such Company Surviving Corporation Common Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, (rounded down to the nearest whole number of such shares) that equals the product of the Conversion Ratio multiplied by the number of shares of Parent Seller Common Stock if subject to such Seller Option immediately prior to the said product is equal to or less than Effective Time, (ii) the fraction option exercise price per share of one-half (.5) of one Parent Surviving Corporation Common Stock or shall be an amount (rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5full cent) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company share of Seller Common Stock Option and Warrant was exercisable in effect immediately prior to the Effective Time of the Merger divided by the Exchange Conversion Ratio, rounded up to and (iii) the nearest whole cent. Parent Seller Options shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, vest to the extent required by, and subject pursuant to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) current terms of the Code prior such Seller Options. Except to the Effective Time extent required pursuant to the current terms of such Seller Options, Seller shall not take any action to accelerate the Merger continue to so qualify vesting of any Seller Options. (b) As promptly as practicable after the Effective Time Time, the Surviving Corporation shall issue to each holder of a Seller Option a written instrument informing such holder of the Mergerassumption by Surviving Corporation of such Seller Option. Parent Surviving Corporation shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Surviving Corporation Common Stock for delivery upon exercise of all Company Stock Seller Options and Warrants on pursuant to the terms set forth in this Section 2.03(b1.7. Surviving Corporation shall use its commercially reasonable efforts to cause those Seller Options that qualified as incentive stock options prior to the Effective Time to continue to qualify as incentive stock options immediately after the Effective Time. As promptly as practicable after the Surviving Corporation becomes subject to the reporting obligations of Section 13 of the Securities Exchange Act of 1934 (the "1934 Act"), Surviving Corporation shall file a registration statement on Form S-8 (or any successor form) with respect to the shares of Surviving Corporation Common Stock subject to Seller Options issued under the Seller Option Plan and shall use commercially reasonable efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as such Seller Options remain outstanding.

Stock Options and Warrants. (a) At the Effective Time Closing, the terms of the Merger, each outstanding stock option granted by OmniCorder to purchase Company shares of common stock, par value $.01 per share, of OmniCorder (the "OmniCorder Common Stock Stock"), whether vested or unvested (each, a an "Company OmniCorder Stock Option"), whether or not granted under shall be adjusted as appropriate to provide that, at the Company Option PlanClosing, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company each OmniCorder Stock Option outstanding immediately prior to the Closing shall be deemed to constitute and Warrant so assumed by Parent under this Agreement will continue shall become an option to haveacquire, and be subject to, on the same terms and conditions as were applicable under such OmniCorder Stock Option, the same number of shares of Promos Common Stock as the holder of such options OmniCorder Stock Option would have been entitled to receive had such holder exercised such OmniCorder Stock Option in full immediately prior to the Effective Time Closing, at a price per share of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Promos Common Stock equal to (i) the product aggregate exercise price for the shares of OmniCorder Common Stock otherwise purchasable pursuant to such OmniCorder Stock Option, divided by (ii) the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole aggregate number of shares of Parent Promos Common Stock if deemed purchasable pursuant to such OmniCorder Stock Option; provided, however, that, after aggregating all the said product is equal shares of a holder subject to or less than the fraction OmniCorder Stock Options, any fractional share of one-half (.5) of one Parent Promos Common Stock or resulting from such calculation for such holder shall be rounded up to the nearest whole share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification as a qualified stock option under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. As of the date hereof, there are outstanding OmniCorder Stock Options to purchase 1,217,860 shares of OmniCorder Common Stock, which would be exercisable into 2,501,095 shares of Promos Common Stock pursuant to this Section 6.02(a). (b) At the Closing, the terms of each outstanding warrant issued by OmniCorder to purchase shares of OmniCorder Common Stock, whether vested or unvested (an "OmniCorder Warrant"), shall be adjusted as appropriate to provide that, at the Closing, each OmniCorder Warrant outstanding immediately prior to the Closing shall be deemed to constitute and shall become a warrant to acquire, on the same terms and conditions as the existing OmniCorder Warrants, the same number of shares of Parent Promos Common Stock if as the said product is greater than holder of such OmniCorder Warrant would have been entitled to receive had such holder exercised such OmniCorder Warrant in full immediately prior to the fraction Closing. As of one-half (.5) the date hereof, there are outstanding OmniCorder Warrants to purchase 600,000 shares of one Parent OmniCorder Common Stock, which would be exercisable into 1,232,208 shares of Promos Common Stock pursuant to this Section 6.02(b). (c) As soon as practicable after the Closing, Promos shall deliver to the holders of (i) OmniCorder Stock Options, appropriate notices setting forth such holders' rights pursuant to this Agreement and the agreements evidencing the grants of such OmniCorder Stock Options and that such OmniCorder Stock Options and agreements shall be assumed by Promos and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.02); and (ii) the per share exercise price for the OmniCorder Warrants, new warrant agreements and/or warrant certificates evidencing such holders' rights to purchase shares of Parent Promos Common Stock issuable (the "Promos Warrants") upon the exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Promos Warrants.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option, Company Warrant, and Company Deferred Stock Grant (collectively, "Company Derivative Securities"), whether or not granted under exercisable or issuable (in the case of outstanding Company Deferred Stock Grants) at the Effective Time and regardless of the respective exercise (or base) prices thereof, if any, subject to the terms and conditions of the Company's 2000 Stock Option Plan, and all outstanding warrants as amended to purchase Company Common Stock date, or other applicable governing document, will be addressed pursuant to the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. following provisions: (i) Each Company Stock Option with an exercise (or base) price less than the per share Common Stock Merger Consideration; (ii) each Company Warrant with an exercise (or base) price less than the per share Common Stock Merger Consideration; and Warrant so assumed by Parent under this Agreement will continue (iii) each Company Deferred Stock Grant, in each case whether vested or unvested or subject to haveany other restrictions at the Effective Time shall be converted into an obligation of the Purchaser to pay, and be subject the right of the holder thereof to receive, in full satisfaction of each such Company Derivative Security, cash in an amount equal to: (a) in the case of each share of Company Common Stock underlying each Company Stock Option and Company Warrant, the same terms and conditions excess of the Common Stock Merger Consideration per share over the exercise price of such options immediately Company Derivative Security, and (b) in the case of each share of Company Common Stock underlying each Company Deferred Stock Grant, the Common Stock Merger Consideration. (B) Each Company Derivative Security with an exercise (or base) price equal to or greater than the per share Common Stock Merger Consideration shall be cancelled as of the Effective Time and be of no further effect. (C) The Company Board shall take such actions prior to the Effective Time as may be necessary to cause the Company Derivative Securities to be treated as described in (A) and (B) above as of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of including, as necessary, amending the Merger multiplied by plans and agreements under which the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option Options, Company Deferred Stock Grants and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensurehave been issued and, to the extent required byunder the terms of the Derivative Securities or the plans under which they were issued, and subject obtaining the consent of the holders of the Company Derivative Securities to the provisions ofamendments of the plans and agreements. (D) As soon as practicable and in any event no more than five (5) business days after the Effective Date, the Purchaser shall cause the Exchange Agent to send to the holders of all certificates previously representing Company Option Plan Derivative Securities: (i) a transmittal letter (the "Derivative Security Transmittal Letter"); and permitted under (ii) instructions for use in surrendering any certificates, instruments or agreements representing the Code or other relevant laws Company Derivative Securities; provided, however, that with respect to the exchange and regulations that payment for any Company Stock Option that qualified for tax treatment under Section 424(b) Option, such exchange and payment will be made based on the records of the Code prior to Company's third party administrator of the Company's 2000 Stock Option Plan as of the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take Date and all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all certificates, instruments, and agreements representing Company Stock Options and Warrants Company Deferred Stock Grants shall be deemed delivered and cancelled upon payment therefor. (E) In each case, promptly after receipt of a fully executed Derivative Security Transmittal Letter and such certificates, instruments or agreements nominally representing the Company Derivative Securities, the Exchange Agent shall mail its check to the address specified by the holder in the letter of transmittal in the aggregate amount of the consideration to which such holder is entitled as described in SECTION 2.05(A) above. No interest, dividends or other amount will be paid or shall accrue on the terms set forth in this Section 2.03(b)Company Derivative Securities from and after the Effective Time.

Stock Options and Warrants. At Prior to the Effective Time mailing of the MergerInformation Statement, each the Board of Directors of Parent and the Board of Directors of the Company shall adopt such resolutions or take such other actions as may be required to effect the following: (a) Adjust the terms of all outstanding option employee and director stock options to purchase shares of Company Common Stock (each, a "Company COMPANY STOCK OPTIONS") granted under the Company's 1994 Incentive Stock OptionPlan (the "OPTION PLAN"), whether or not granted under to provide that each Company Stock Option outstanding immediately prior to the Effective Time shall (except to the extent that Parent and the holder of a Company Stock Option Planotherwise agree in writing prior to the Effective Time) be converted as follows: Parent shall issue to the holder of each such Company Stock Option the option to receive, upon the exercise thereof and all outstanding warrants to purchase payment of the exercise price, Consideration for Company Common Stock, payable in accordance with Section 2.1(c)(i), for each share of Company Common Stock into which the outstanding whether or not vested, shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by had been exercisable immediately prior to the Effective Time; provided, that the holder of each such Company Stock Option may make the election described in Section 2.1(c)(i)(C). Parent under this Agreement will continue agrees to have, and be subject to, file a registration statement on Form S-8 as soon as reasonably practicable following the same terms and conditions Effective Time to register the shares of such Parent Common Stock issuable pursuant to the Company Stock Options referred to above. It is intended that the stock options referred to above shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent that they are qualified as incentive stock options immediately prior to the Effective Time and to the extent permitted under applicable law. (b) At the Effective Time, the Parent shall issue to the holders of shares of the Merger Company Preferred Stock (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactionsdescribed in Section 2.1 (c)(ii), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant outstanding immediately prior to the Effective Time of the Merger multiplied by the Exchange RatioTime, rounded down to the nearest whole number of which shares of Parent Common Company Preferred Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shall have been converted into shares of Parent Common Surviving Corporation Preferred Stock if in accordance with the said product is greater than provisions of Section 2.1 hereof, (i) the fraction option to receive, in exchange for such shares of one-half (.5) of one Parent Surviving Corporation Preferred Stock, Consideration for Company Common Stock, payable in accordance with Section 2.1(c)(i) for each share of Company Common Stock into which the Company Preferred Stock had been convertible immediately prior to the Effective Time; provided, that the holder of each such share of Surviving Corporation Preferred Stock may make the election described in Section 2.1(c)(i)(C). (c) [Intentionally Omitted] (d) At the Effective Time, the Parent shall issue to the holder of each warrant to purchase Company Common Stock outstanding as of the Effective Date, in exchange for such warrant to purchase Company Common Stock, a warrant which will entitle the holder to receive, upon the exercise thereof and the payment of the exercise price, Consideration for Company Common Stock, payable in accordance with Section 2.1(c)(i), for each such share of Company Common Stock into which each such warrant had been exercisable immediately prior to the Effective Time; provided, that the holder of each such warrant may make the election described in Section 2.1(c)(i)(C). (iie) Except as specifically provided in this Section 2.6, the per share exercise price for Company shall ensure that following the Effective Time no holder of a Company Stock Option or holder of any option or warrant to purchase Company Common Stock described in paragraphs (b), (c), or (d) above shall have any right thereunder to acquire equity securities of the Company or the Surviving Corporation and no shares of Company Common Stock shall be purchased pursuant to the Option Plan. (f) Any shares of Parent Common Stock issuable upon exercise of pursuant to subsections (b), (c) and (d) hereof shall be restricted, unregistered shares and shall bear legends reflecting such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)restrictions.

Stock Options and Warrants. At (a) Each option or warrant to purchase shares of RSI Common Stock that is outstanding at the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock whether or not exercisable and whether or not vested (each, a "Company Stock RSI Option"), whether shall, without any action on the part of RSI or not granted under the Company Option Planholder thereof, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger be assumed by ParentSurviving Corporation in such manner that Surviving Corporation (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 that Section 424 of the Code does not apply to any such RSI Option, would be such a corporation if Section 424 of the Code were applicable to such RSI Option. Each Company Surviving Corporation shall assume RSI's Stock Option Plan (the "RSI Option Plan"). From and Warrant so after the Effective Time, all references to RSI in RSI Options shall be deemed to refer to the Surviving Corporation. RSI Options assumed by Parent under this Agreement will continue to have, and Surviving Corporation shall be subject to, exercisable upon the same terms and conditions as under RSI Options (including provisions regarding vesting and the acceleration thereof) except that (i) such RSI Options shall entitle the holder to purchase from the Surviving Corporation the number of shares of Surviving Corporation Common Stock that equals the product of the Conversion Ratio multiplied by the number of shares of RSI Common Stock subject to such options RSI Option immediately prior to the Effective Time Time, (ii) the option exercise price per share of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Surviving Corporation Common Stock shall be an amount equal to the product exercise price per share of the number of Company Shares that were issuable upon exercise of such Company RSI Common Stock Option or Warrant in effect immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common StockTime, and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent RSI Options shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, vest to the extent required by, and subject pursuant to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) current terms of the Code prior such RSI Options. Except to the Effective Time extent required pursuant to the current terms of such RSI Options, RSI shall not take any action to accelerate the Merger continue to so qualify vesting of any RSI Options. (b) As promptly as practicable after the Effective Time Time, the Surviving Corporation shall issue to each holder of a RSI Option a written instrument informing such holder of the Mergerassumption by Surviving Corporation of such RSI Option. Parent Surviving Corporation shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Surviving Corporation Common Stock for delivery upon exercise of all Company Stock RSI Options and Warrants on pursuant to the terms set forth in this Section 2.03(b)6. Surviving Corporation shall use its commercially reasonable efforts to cause those RSI Options that qualified as incentive stock options prior to the Effective Time to continue to qualify as incentive stock options immediately after the Effective Time.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of Company Common Stock that is then outstanding, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the stock option agreement by which such Company Option Planis evidenced. At the Effective Time, and all outstanding warrants rights with respect to purchase Company Common Stock under outstanding Company Options shall be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to have, and each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to, the same terms and conditions of to such options Company Option immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratiosum of the Common Preference Fraction plus the Applicable Participating Fraction, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the sum of the Common Preference Fraction plus the Applicable Participating Fraction, and rounding the resulting exercise price up to the nearest whole cent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. It is the intention of the parties that the Company Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. As soon as is reasonably practicable following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Option. Parent shall file with the SEC, within two weeks after the Closing, a registration statement on Form S-8 registering the exercise of any Company Options assumed by Parent pursuant to this Section 1.6. (b) At the Effective Time, each warrant to purchase shares of capital stock of the Company that is then outstanding (a "Company Warrant"), shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the instrument by which such Company Warrant is evidenced. All rights with respect to Company Common Stock Option or Company Preferred Stock under outstanding Company Warrants shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (i) each Company Warrant will assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Warrant formerly exercisable for Company Common Stock shall be equal to the quotient number of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the Effective Time multiplied by the sum of the Common Preference Fraction plus the Applicable Participating Fraction, rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to each such assumed Company Warrant formerly exercisable for Series A Preferred shall be equal to the number of shares of Series A Preferred that were subject to such Company Warrant immediately prior to the Effective Time multiplied by the sum of the Series A Preference Fraction plus the Applicable Participating Fraction, rounded down to the nearest whole number of shares of Parent Common Stock, (iv) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Warrant formerly exercisable for Company Common Stock shall be determined by dividing the exercise price per share of Company Share at which Common Stock subject to such Company Stock Option and Warrant was exercisable Warrant, as in effect immediately prior to the Effective Time Time, by the sum of the Merger by Common Preference Fraction plus Applicable Participating Fraction, and rounding the Exchange Ratio, rounded resulting exercise price up to the nearest whole cent. , (v) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Warrant fomerly exercisable for Series A Preferred shall comply with be determined by dividing the terms exercise price per share of all Series A Preferred subject to such Company Stock Options and Warrants and use its best efforts to ensureWarrant, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code as in effect immediately prior to the Effective Time Time, by the sum of the Merger Series A Preference Fraction plus Applicable Participating Fraction, and rounding the resulting exercise price up to the nearest whole cent, and (vi) all other restrictions on the exercise of each such assumed Company Warrant shall continue in full force and effect, and the term, exercisability and other provisions of such Company Warrant shall otherwise remain unchanged; PROVIDED, HOWEVER, that each such assumed Company Warrant shall, in accordance with its terms, be subject to so qualify further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Time.

Stock Options and Warrants. (a) At the Effective Time of Time, the Merger, Company’s obligations with respect to each outstanding option to purchase shares of Company Common Stock (each, a "“Company Stock Option")” and collectively, whether or not granted the “Company Options”) under the Company Option PlanPlans, whether vested or unvested, and all outstanding warrants the Company’s obligations with respect to each warrant to purchase shares of Company Common Stock (each, a “Warrant” and collectively, the outstanding whether or not vested, shall by virtue of the Merger “Warrants”) will be assumed by ParentPurchaser. Each Company Stock Option and Warrant so assumed by Parent Purchaser under this Agreement will continue to have, and shall be subject to, to substantially the same terms and conditions of set forth in the Company Plans (which plans shall be adopted upon substantially the same terms and conditions by Purchaser) or agreement pursuant to which such options Company Option was issued as in effect immediately prior to the Effective Time of Time, and each Warrant so assumed by Purchaser under this Agreement shall be subject to substantially the Merger (including, without limitation, any repurchase rights or vesting provisions same terms and provisions regarding the acceleration of vesting on certain transactions)conditions set forth in such applicable Warrant agreement, except that as follows (i) each such Company Stock Option and or Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Purchaser Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the CSE Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Purchaser Common Stock, and (ii) the per share exercise price for the shares of Parent Purchaser Common Stock issuable upon exercise of such assumed Company Stock Option and or Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and or Warrant was exercisable immediately prior to the Effective Time of the Merger by the CSE Exchange Ratio, rounded and rounding the resulting exercise price up to the nearest whole cent. Parent shall comply with Following the terms Effective Time, Purchaser will send to the holders of all such the assumed Company Stock Options and Warrants a written notice setting forth (i) the number of shares of Purchaser Common Stock that are subject to such assumed Company Option, and use its best efforts (ii) the exercise price per share of Purchaser Common Stock issuable upon exercise of such assumed Company Option. In addition, Purchaser shall file with the SEC, no later than ninety (90) days after the Effective Time, a registration statement on Form S-8 registering the exercise of any Company Options issued under the Company Stock Plans assumed by Purchaser pursuant to ensure, this Section 4.09 (to the extent required by, the exercise of such options is eligible to be registered using a Form S-8 registration statement). (b) Purchaser and subject Company shall take all action that may be reasonably necessary to effectuate the provisions of this Section 4.09. The Company Options and Warrants assumed by Purchaser shall retain their existing vesting schedules following the Effective Time. (c) It is the intention of the parties that Company Options assumed by Purchaser qualify following the Effective Time as incentive stock options as defined in the Code (“ISO’s”) to the provisions of, the extent such Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that Options qualified for tax treatment under Section 424(b) of the Code as ISO’s prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to Time. (d) Purchaser will reserve for issuance a sufficient number of shares of Parent Purchaser Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in issuance under this Section 2.03(b)4.09.

Stock Options and Warrants. (a) At the Effective Time of Time, the Merger, Company’s obligations with respect to each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"), whether or not granted under the unvested Company Option Plan(and unexercised vested option, subject to the provisions of this Section 5.18) and all outstanding warrants unexercised Company Warrant (if amended in a manner reasonably acceptable to purchase Company Common Stock the outstanding whether or not vested, shall by virtue of the Merger Parent) will be assumed by Parent, and Parent shall thereafter be obligated to issue Parent Common Stock upon exercise thereof. Each Company Stock Warrant shall be exercisable on the terms, and into the number of shares of the Parent Common Stock, as set forth in the Company Warrant as so amended. Each Company Option and Warrant so assumed by Parent under this Agreement will continue to have, and shall be subject to, to the same terms and conditions of such options set forth in Company’s Stock Option Plans as in effect immediately prior to the Effective Time of the Merger (includingTime, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each such Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Shares of Company Shares Common Stock that were issuable upon exercise of purchasable under such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded and rounding the resulting exercise price up to the nearest whole cent. Following the Effective Time, Parent shall comply with the terms will send to each holder of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the an assumed Company Option Plan and permitted under a written notice setting forth (i) the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery that are subject to such assumed Company Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of all such assumed Company Stock Option. In addition, if Parent has not filed a registration statement on Form S-8 registering the exercise of any Company Options assumed by Parent pursuant to this Section 5.18 prior to Closing, Parent shall file such registration statement with the SEC on the 90th day following the Closing (to the extent the exercise of such options is eligible to be registered using a Form S-8 registration statement). The “Exchange Ratio” shall be determined such that (a) the aggregate intrinsic value of the new Parent Options is not greater than the aggregate intrinsic value of the Company Options immediately prior to the assumption and (b) the ratio of the exercise price per option to market value per share is unchanged. The parties agree that Parent will permit holders of vested Company Options to elect, on an individual basis, to either exercise such Company Options and Warrants participate in the Merger or have those Company Options assumed, on the terms set forth same basis as the unvested Company Options, by the Parent, unless there are, in the sole judgment and discretion of Parent, significant tax, accounting or securities laws issues (including any requirement of registering on a Form other than S-8) with treating vested options identically to unvested options. The parties will make such determination on or before April 30, 2006. (b) Parent will reserve sufficient shares of Parent Common Stock for issuance under this Section 2.03(b)5.18.

Stock Options and Warrants. At the Effective Time Time, Company's obligations with respect to each outstanding Company Stock Option (as disclosed in Section 3.3 of the Merger, each outstanding option to purchase Company Common Stock (each, a "Company Stock Option"Disclosure Letter), whether or not granted under as amended in the Company Option Plan, and all outstanding warrants to purchase Company Common Stock manner described in the outstanding whether or not vestedfollowing sentence, shall by virtue of the Merger be assumed by Parent. Each The Company Stock Option and Warrant Options so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of as set forth in the stock option plans and agreements pursuant to which such options Company Stock Options were issued as in effect immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (i) each such Company Stock Option and Warrant will shall be exercisable (or will become exercisable in accordance with its termssubject to applicable vesting schedules) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares that were issuable upon exercise of Common Stock covered by such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or Ratio and rounded up to the nearest whole number of shares of Parent Common Stock if and the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the exercise price per share exercise price shall be appropriately adjusted. Each warrant disclosed in Section 3.3 of the Disclosure Letter shall be converted into a Parent warrant on the same terms and conditions except that each such warrant shall be exercisable for the that number of whole shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined product of the number of shares of Company Common Stock covered by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, Ratio and rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock and the exercise price per share shall be appropriately adjusted. Parent shall (i) reserve for delivery issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Company Stock Options and warrants pursuant to this Section 5.15 and (ii) promptly after the Effective Time issue to each holder of an outstanding Company Stock Option or warrant a document evidencing the assumption by Parent of Company's obligations with respect thereto under this Section 5.15. Nothing in this Section 5.15 shall affect the schedule of vesting with 47 52 respect to the Company Stock Options to be assumed by Parent as provided in this Section 5.15. Notwithstanding anything to the contrary set forth herein, each Identified Shareholder agrees (i) to exercise or cause to be exercised all Company Stock Options directly or indirectly beneficially owned by him (the "Identified Shareholder Options") prior to the Effective Time and Warrants on (ii) that to the terms set forth extent not exercised in this Section 2.03(b)accordance herewith, all Identified Shareholder Options owned by such Identified Shareholder shall automatically terminate at the Effective Time.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each outstanding option to purchase shares of capital stock of the Company Common Stock that is then outstanding, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the stock option agreement by which such Company Option Planis evidenced. At the Effective Time, and all outstanding warrants rights with respect to purchase Company Common Stock under outstanding Company Options shall be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to have, and each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to, the same terms and conditions of to such options Company Option immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange RatioApplicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent and (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. It is the intention of the parties that the Company Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as incentive stock options as defined in Section 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. As soon as is reasonably practicable following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company Option and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole centOption. Parent shall comply file with the terms SEC, as soon as is reasonably practicable after the Closing, a registration statement on Form S-8 registering the exercise of all such any Company Stock Options and Warrants and use its best efforts assumed by Parent pursuant to ensurethis Section 1.6. (b) At the Effective Time, each warrant to the extent required by, and subject to the provisions of, purchase shares of capital stock of the Company Option Plan and permitted under the Code or other relevant laws and regulations that any is then outstanding (a "Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent Warrant"), shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth terminate in this Section 2.03(b)accordance with its terms.

Stock Options and Warrants. At (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's stock option plans or arrangements (collectively, the "COMPANY OPTION PLANS")) shall take such action, and the Company shall obtain all such agreements and consents, if any, as may be required to effect the provisions of this Section 2.2. As of the Effective Time of the MergerTime, each outstanding option to purchase shares of Company Common Stock (each, a "Company Stock OptionCOMPANY STOCK OPTION"), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vested, ) shall by virtue of the Merger be assumed by Parent. Each Parent (in each case, an "ASSUMED STOCK OPTION") as follows: (i) In the case of any Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time which Section 421 of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration Code applies by reason of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product qualification under Section 422 of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to Code, (A) the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if subject to the said Assumed Stock Option shall be the product is equal (truncated to or less than the fraction of one-half (.5nearest whole share) of one the number of shares of Company Common Stock subject to the Company Stock Option multiplied by the Stock Exchange Ratio, and (B) the exercise price per share of Parent Common Stock or under the Assumed Stock Option shall be the quotient (rounded up to the nearest whole $.01) of the exercise price per share of Company Common Stock under the Company Stock Option immediately prior to the Effective Time divided by the Stock Exchange Ratio. (ii) In the case of any other Company Stock Option, (A) the number of shares of Parent Common Stock if subject to the said Assumed Stock Option shall be the product is greater than (rounded up to the fraction of one-half (.5nearest whole share) of one Parent the number of shares of Company Common StockStock subject to the Company Stock Option multiplied by the Stock Exchange Ratio, and (iiB) the exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company under the Assumed Stock Option and Warrant will shall be equal the quotient (truncated to the quotient determined by dividing nearest $.01) of the exercise price per share of Company Share at which such Common Stock under the Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger divided by the Stock Exchange Ratio, rounded up to the nearest whole cent. Parent . (iii) Each Assumed Stock Option shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and be subject to the same expiration date and vesting provisions of, as were applicable to the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code immediately prior to the Effective Time of the Merger continue to so qualify Time. (iv) As soon as practicable after the Effective Time Time, Parent shall deliver to each holder of an Assumed Stock Option an appropriate notice setting forth such holder's rights pursuant thereto and such Assumed Stock Option shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate actions action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company such Assumed Stock Options and Warrants on Option pursuant to the terms set forth in this Section 2.03(b2.2. (v) As provided in Section 6.15, all shares of Parent Common Stock underlying each Assumed Stock Option shall be registered with the Securities and Exchange Commission (the "SEC") on Form S--8, and with all states where such registration is required by applicable state "blue sky" laws. (vi) Prior to the Effective Time, the boards of directors of Parent and the Company, or an appropriate committee of non-employee directors thereof, shall each comply as applicable with the provisions of the SEC's No Action Letter dated January 12, 1999 addressed to Skadden, Arps, Slate, Xxxxxxx and Xxxx LLP relating to Rule 16b of the Securities Exchange Act of 1934 so that the assumption of Company Stock Options pursuant to the Merger shall be an exempt transaction for purposes of Section 16 of the Securities Exchange Act of 1934 by any officer or director of the Company who may become a covered person for purposes of Section 16. (b) As of the Effective Time, each warrant to purchase shares of Company Common Stock outstanding as of the date hereof (a "COMPANY WARRANT") shall by virtue of the Merger be assumed by Parent and the Company Warrant shall evidence the holder's right to purchase shares of Parent Common Stock and Contingent Warrants (in each case, an "ASSUMED WARRANT"), as set forth below. For each Assumed Warrant, (i) the number of shares of Parent Common Stock subject to the Assumed Warrant shall be the product (rounded up to the nearest whole share) of the number of shares of Company Common Stock subject to the Company Warrant multiplied by the Stock Exchange Ratio, and (ii) the exercise price per share under the Assumed Warrant shall be the quotient (rounded to the nearest $.01) of the exercise price per share of Company Common Stock under the Company Warrant immediately prior to the Effective Time divided by the Stock Exchange Ratio, and (iii) Contingent Warrants shall be issued upon exercise in such amount that the holder of the Assumed Warrant would have been entitled to receive had such holder exercised the Assumed Warrant immediately prior to the Effective Time; provided, however, that no Contingent Warrants shall be issued upon exercise of any Assumed Warrant after the Contingent Warrant Expiration Date. Each Assumed Warrant shall be subject to the same expiration date and other terms as were applicable to the relevant Company Warrant immediately prior to the Effective Time.

Stock Options and Warrants. (i) At the Effective Time of the MergerTime, each outstanding option all options and stock purchase rights to purchase Company Common Stock (each, each a "Company Stock Option")) then outstanding under the -------------- Company's 1993 Stock Option Plan (the "Company ------- Option Plan") or otherwise, whether vested or not granted under ----------- unvested, to the Company Option Planextent they grant their holders continuing rights therein, and all outstanding warrants to purchase Company Common Stock then outstanding (each a "Company Warrant") shall be, in connection with --------------- the outstanding whether Merger, converted into the right to receive a contingent Beneficial Interest provided for in the Trust. Parent shall not assume any Company Option or Company Warrant. (ii) Notwithstanding the above, in the event a holder of a Company Warrant has not vestedwaived its rights with respect to any Company Warrant held by it ("Continuing Warrants") as provided in Section ------------------- 7.3(d) hereof, the Trustee shall by virtue deliver to Parent upon the Calculation Date, as defined below, a number of shares of Parent Common Stock equal to (x) the fair market value of the Merger be Continuing Warrants as of the Calculation Day (determined pursuant to the Black-Scholes formula), divided by (y) the Stock Value (as defined below) as of the Calculation Date. (iii) Parent shall assume such Continuing Warrants and such assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will Continuing Warrants shall continue to have, and be subject to, the same terms and conditions of set forth in the respective warrant agreements governing such options Continuing Warrant immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions)Time, except that (iA) each Company Stock Option and such Continuing Warrant will shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of (x) the number of shares of Company Shares that were Common Stock issuable upon the exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger Continuing Warrant, multiplied by (y) the Exchange Rationumber of shares of Parent Common Stock to be received by a holder of one share of Company Common Stock, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiB) the exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Continuing Warrant will shall be equal to the quotient determined by dividing (x) the exercise price per share of Company Share at Common Stock into which such Company Stock Option and Continuing Warrant was exercisable immediately prior to the Effective Time Time, divided by (y) the number of the Merger shares of Parent Common stock to be received by the Exchange Ratioa holder of one share of Company Common Stock, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b).

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock Sports Field Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding Sports Field Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company Sports Field Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each Sports Field Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. At the Effective Time of the Merger, each Each outstanding option to purchase Company Common Stock IneedMD Shares (each, each a "Company “Stock Option"”), whether or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding IneedMD Shares then outstanding, whether or not vestedvested (each a “Warrant”), shall by virtue of the Merger be assumed by Parent. Each Company Stock Option and Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Parent’s Common Stock equal to the product of the number of Company IneedMD Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock or rounded up to the nearest whole number of shares of Parent Parent’s Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent share of Parent’s Common Stock, and (ii) the per share exercise price for the shares of Parent Parent’s Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will be equal to the quotient determined by dividing the exercise price per Company each IneedMD Share at which such Company Stock Option and Warrant was were exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code prior to the Effective Time of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Parent’s Common Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Warrants.

Stock Options and Warrants. (a) At the Effective Time of the MergerTime, each stock option that is then outstanding option to purchase Company Common under the Company's 1996 Stock Option Plan, whether vested or unvested (each, a "Company Stock Option"), whether or not granted under will be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company's 1996 Stock Option Plan and the stock option agreement by which such Company Option Plan, and all outstanding warrants is evidenced. All rights with respect to purchase Company Common Stock under outstanding Company Options will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the outstanding whether or not vestedEffective Time, shall by virtue of the Merger be assumed by Parent. Each (i) each Company Stock Option and Warrant so assumed by Parent under this Agreement may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option will continue be equal to have, and be the number of shares of Company Common Stock that were subject to, the same terms and conditions of to such options Company Option immediately prior to the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange RatioApplicable Fraction, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiiii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option will be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by the Applicable Fraction, and rounding the resulting exercise price up to the nearest whole cent, and (iv) all restrictions on the exercise of each such assumed Company Option will continue in full force and effect, and the term and other provisions of such Company Option will otherwise remain unchanged (except that the vesting of each such assumed Company Option will, in accordance with the Company's 1996 Stock Option Plan, become fully vested and exercisable at the Effective Time); provided, however, that each such assumed Company Option will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent will take all action that may be necessary (under the Company's 1996 Stock Option Plan and otherwise) to effectuate the provisions of this Section 1.6(a). Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (x) the number of shares of Parent Common Stock subject to such assumed Company Option, and (y) the exercise price per share of Parent Common Stock issuable upon exercise of such assumed Company Stock Option Option. The adjustment provided herein with respect to any options that are "incentive stock options" (as defined in the Code) shall be and Warrant will is intended to be equal to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time of the Merger by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall comply effected in a manner consistent with the terms of all such Company Stock Options and Warrants and use its best efforts to ensure, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) of the Code Code. In the event any person listed on EXHIBIT R exercises any Company Option prior to the Effective Time Termination Date (as such term is defined in the Escrow Agreement), upon such exercise, Parent shall deposit the Option and Warrant Holder Fraction of the Merger continue to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient aggregate number of shares of Parent Common Stock for delivery upon exercise with respect to which such Company Option was exercised with the Escrow Agent to be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement. Prior to the Closing, each person listed on EXHIBIT R shall execute and deliver an Agreement Regarding Cancellation of all Company Stock Options and Warrants on in substantially the terms set forth in form attached as EXHIBIT S hereto and an Escrow Agreement. For purposes of this Section 2.03(b).Agreement, the "Option and Warrant Holder Fraction" shall mean a fraction, the numerator of which is equal to 10% of the

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option all options and stock purchase rights to purchase Company Common Stock (each, each a "Company Stock Option")) then outstanding under the Company's 1995 Stock Option Plan (the "Option Plan") or otherwise, whether vested or not granted under the Company Option Planunvested, and all outstanding warrants to purchase Company Common Stock then outstanding (each a "Company Warrant") shall be, in connection with the outstanding whether or not vestedMerger, shall by virtue of the Merger be assumed by Parent. Parent in accordance with provisions described below. (i) Each Company Stock Option and Company Warrant so assumed by Parent under this Agreement will shall continue to have, and be subject to, the same terms and conditions of set forth in (i) with respect to Company Options, the Option Plan and/or as provided in the respective option agreements governing such options Company Option immediately prior to the Effective Time of Time, and (ii) with respect to Company Warrants, such Warrant and/or as provided in the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding respective warrant agreements governing such Company Warrant immediately prior to the acceleration of vesting on certain transactions)Effective Time, except that (iA) each such Company Stock Option and or Company Warrant will shall be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Shares Common Stock that were issuable upon exercise of such Company Stock Option or Company Warrant immediately prior to the Effective Time of the Merger multiplied by the Common Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock if the said product is equal to or less than the fraction of one-half (.5) of one Parent Common Stock or rounded up to the nearest whole number of shares of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (iiB) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and or Company Warrant will shall be equal to the quotient determined by dividing the exercise price per share of Company Share Common Stock at which such Company Stock Option and or Company Warrant was exercisable immediately prior to the Effective Time of the Merger by the Common Exchange Ratio, rounded up to the nearest whole cent. . (ii) It is the intention of the parties that the Company Options assumed by Parent shall comply with qualify following the terms Effective Time as incentive stock options as defined in Section 422 of all such Company Stock Options and Warrants and use its best efforts to ensurethe Code, to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that Options qualified for tax treatment under Section 424(b) of the Code as incentive stock options immediately prior to the Effective Time of the Merger continue to so qualify after Time. (iii) Promptly following the Effective Time Time, Parent will issue to each holder of an outstanding Company Option or Company Warrant a document evidencing the Merger. foregoing assumption of such Company Option or Company Warrant by Parent. (iv) At the Effective Time, the Company shall assign to Parent shall take any and all corporate actions necessary rights of repurchase pertaining to reserve for issuance a sufficient number of shares of Parent Company Common Stock for delivery issued upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)stock options or warrants, pursuant to stock purchase or warrant purchase agreements, or otherwise.

Stock Options and Warrants. At the Effective Time of the MergerTime, each outstanding option to purchase Company shares of Celtrix Common Stock (each, a "Company Celtrix Stock Option" or collectively, ")Celtrix Stock Options") as fully identified on Schedule 5.9(i) of the Celtrix Disclosure Letter, whether vested or not granted under the Company Option Plan, and all outstanding warrants to purchase Company Common Stock the outstanding whether or not vestedunvested, shall by virtue of the Merger be assumed by Parent. Each Company Parent (all of such plans or agreements pursuant to which any Celtrix Stock Option and Warrant so assumed by Parent under this Agreement will continue has been issued or may be issued are referred to havecollectively as the "Celtrix Plans"). To effect that assumption, and each Celtrix Stock Option shall be subject toreplaced with an option to acquire, on the same terms and conditions of as were applicable under such options immediately prior to Celtrix Stock Option, the Effective Time of the Merger (including, without limitation, any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option and Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of Company Shares that were issuable upon exercise of such Company Stock Option or Warrant immediately prior to the Effective Time of the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole same number of shares of Parent Common Stock if as the said product is holder of such Celtrix Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time, at a price per share equal to or less than (y) the fraction aggregate exercise price for the shares of one-half Celtrix Common Stock otherwise purchasable pursuant to such Celtrix Stock Option divided by (.5z) the number of one full shares of Parent Common Stock or purchasable pursuant to such replacement option pursuant to this Section 2.4 rounded up to the nearest whole cent; provided, however, 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 ("incentive stock options" or "ISOs"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of Parent Common Stock if the said product is greater than the fraction of one-half (.5) of one Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option and Warrant will option shall be equal determined in order to the quotient determined by dividing the exercise price per Company Share at which such Company Stock Option and Warrant was exercisable immediately prior to the Effective Time comply with section 424(a) of the Merger by the Exchange Ratio, Code rounded up to the nearest whole cent. Parent shall comply with make such assumption in such manner that (i) Parent is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the terms meaning of all such Company Stock Options and Warrants and use its best efforts to ensure, Section 424 of the Code or (ii) to the extent required by, and subject to the provisions of, the Company Option Plan and permitted under the Code or other relevant laws and regulations that any Company Stock Option that qualified for tax treatment under Section 424(b) 424 of the Code prior does not apply to the Effective Time such Celtrix Stock Option, Parent would be such a corporation were Section 424 of the Merger continue Code applicable to so qualify after the Effective Time of the Merger. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common such Celtrix Stock for delivery upon exercise of all Company Stock Options and Warrants on the terms set forth in this Section 2.03(b)Option.