Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then then-outstanding option or warrant to purchase SharesCommon Shares (collectively, the "Options") granted under the Xxxxxxx Information Systems, Inc. Amended and Restated 1986 Incentive and Nonqualified Stock Option Plan, the Cayenne Software, Inc. Amended 1996 Incentive and Nonqualified Stock Option Plan, the Cayenne Software, Inc. 1998 Nonqualified Stock Option Plan, the Cadre Technologies, Inc. 1988 Incentive and Non-Statutory Stock Option Plan, the Cadre Technologies, Inc. 1989 Non-Statutory Stock Option Plan and the Stock Option Agreements, dated December 29, 1997, between Company and each of Xxxxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxx (collectively, the "Stock Option Plans"), whether or not then exercisableexercisable or fully vested, shallshall be assumed by Parent and shall constitute an option (a "Substitute Option") to acquire, in settlement thereofon substantially the same terms and subject to substantially the same conditions as were applicable under such Option, except including without limitation term, vesting, exercisability, status as an "incentive stock option" under Section 422 of the Code (if applicable) or as an employee stock purchase plan option under Section 423 of the Code (if applicable), and termination provisions, the number of shares of common stock, par value $0.10 per share ("Parent Common Stock"), of Parent, rounded down to the extent otherwise agreed to by nearest whole share (it being understood that the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excessportion, if any, of the Merger Consideration over the per Share exercise price an Option that would otherwise have resulted in a Substitute Option being exercisable to purchase a fractional share of Parent Common Stock shall be extinguished as a result of such stock option or warrant (rounding), determined by multiplying the number of Common Shares subject to such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior immediately prior to the Effective TimeTime by the Conversion Factor, at an exercise price per share of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of Common Shares 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 or as an employee stock purchase plan option under Section 423 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code. (b) Company shall use its best efforts to obtain all necessary waivers, consents or releases from holders of stock options Options granted under the Stock Option Plans and warrants and to take all any such other lawful action as may be reasonably necessary to give effect to the transactions contemplated by this Section 6.8 2.2(a). (except c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Substitute Options pursuant to the terms set forth in Section 2.2(a). At such time (if any) as such action that may require be required under the approval Securities Act (as hereinafter defined), Parent will cause the shares of the Company's stockholders). Except as otherwise agreed Parent Common Stock subject to all then-outstanding Substitute Options to be covered by the parties, an effective registration statement on Form S-8 (ior any successor form) the Plans shall terminate, effective as of the Effective Time or another appropriate form and the Company Parent shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as such Substitute Options remain outstanding. In addition, at such time (if any) as such action may be required under the rules and policies of the NYSE (as hereinafter defined) or any other exchange upon which shares of Parent Common Stock may be listed, Parent shall use all reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant shares of any other interest in respect of the capital stock of the Company or any of its subsidiaries Parent Common Stock subject to all then-outstanding Substitute Options to be canceled listed on the NYSE or such other exchange, as of the case may be. (d) At the Effective Time Time, each then-outstanding warrant to purchase Common Shares (collectively, the "Warrants") issued under or evidenced by the Warrant Agreement, dated December 20, 1996, between Company and Silicon Valley Bank, the Convertible Preferred Stock Purchase Agreement, dated January 2, 1997, between Company and Southbrook International Investments, Ltd. (ii"Southbrook"), the Convertible Preferred Stock Purchase Agreement, dated July 18, 1997, between Company and Southbrook, the Convertible Preferred Stock Purchase Agreement, dated August 28, 1997, between Company, the Preferred Stockholders and certain other persons named therein, the Warrant Certificate, dated November 1995, executed by Cadre Technologies, Inc. ("Cadre Technologies") in favor of First Portland Corporation (dba First Portland Leasing Corp.), the Share Purchase Agreement, dated April 13, 1995, between Cadre Technologies and Stichting Administratiekantoor Cadmount, and the Warrant Certificate, dated January 1997, executed by Company in favor of Xxxx de Vleeschauver (collectively, the "Warrant Documents") shall be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (e) Company shall use its reasonable best efforts to ensure that following obtain all necessary waivers, consents or releases from holders of Warrants issued under or evidenced by the Effective Time no participant in Warrant Documents and take such other action as may be reasonably necessary to give effect to the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementstransactions contemplated by Section 2.2(d).

Stock Options and Warrants. Purchaser acknowledges that WPZ shall cause each (i) outstanding option, warrant, stock appreciation right, phantom stock award or performance award or similar right to acquire shares (collectively, the consummation of "Employee Options") under WPZ's 1997 Stock Awards Plan (the Offer "1997 Plan") and 1997 NonQualified Stock Option Plan For Non-Employee Directors (the "Directors Plan") and the option agreements between WPZ and certain of its officers, directors, employees and consultants thereunder (collectively, the "Stock Option Plans"), and (ii) any other Transactions will constitute an "Event" option (as defined in the Plans) with respect to including, without limitation, the options referred to on Exhibit 6.2), warrant (including without limitation, the warrants listed on Section 3.3 Exhibit 6.2) or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of WPZ Common Stock (collectively, the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule"Other Options" and, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously together with the acceptance of Employee Options, the Offer so as "Options") to permit the exercise of any such unvested options and tender of the underlying Shares. At be (a) exercised prior to the Effective Time, or (b) surrendered by the holder or canceled by action of the Board of Directors of WPZ, as of the Effective Time, at which time WPZ will pay to each holder of a then outstanding option or warrant to purchase Shares, such canceled Option (whether or not such Option is then vested or exercisable, shall), in settlement or cancellation thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company an amount (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount applicable withholding tax) in cash equal to determined by multiplying (i) the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant Option, by (ii) the number of Shares such amount holder could have purchased if such holder had exercised such Option in full immediately prior to such time (without giving effect to any antidilutive changes in the number of such Shares arising from the Merger and assuming any unvested Options have vested); it being hereinafter referred to as the "Option Consideration"). Upon receipt understood that, although all Options that are Out of the Option ConsiderationMoney Options will be deemed canceled and forfeited pursuant to this Section 4.5, the stock option or warrant shall holder(s) thereof will not be canceled. The surrender of entitled to receive any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrantconsideration therefor. Prior to the Effective Time, (i) WPZ shall obtain the Company shall use its best efforts consent, in form and substance satisfactory to obtain all necessary consents or releases from Merger Subsidiary, of the holders of stock options the Options issued pursuant to the Directors Plan to the cancellation of such Options as provided in this Section 4.5 and warrants (ii) the Committee shall take the actions and make the determinations necessary to take all such other lawful action cause each outstanding Option to terminate and be cancelled, in each case so as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions described in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.this

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect At or immediately prior to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each outstanding stock option (collectively, "EMPLOYEE STOCK OPTIONS") to purchase Shares granted under the Company's 1994 Employee Stock Option Plan (the "EMPLOYEE OPTION PLAN"), each outstanding stock option (collectively, "DIRECTOR STOCK OPTIONS") to purchase Shares granted under the Company's Directors' Stock Option Plan (the "DIRECTORS OPTION PLAN") and each other stock option to purchase Shares (collectively, "OTHER OPTIONS" and, together with Employee Stock Options and Director Stock Options, "OPTIONS") shall be canceled by virtue of the Merger, without consideration except as provided in this Section 2.05(a), and shall cease to exist. Each holder of a then outstanding option or warrant to purchase Sharesany such Option, whether or not then vested or exercisable, shall, in settlement thereof, except to the extent otherwise agreed to shall be paid by the holder of Company promptly after the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) Effective Time for each Share such Option an amount, subject to such stock option or warrant an amount in cash equal to applicable withholding, determined by multiplying (i) the excess, if any, of the Merger Consideration per Share over the per Share applicable exercise price of such stock option or Option as in effect immediately prior to the Effective Time by (ii) the number of Shares such holder could have purchased (assuming full vesting of all Options) had such holder exercised such Option in full immediately prior to the Effective Time. (a) From and after the Effective Time, each outstanding warrant (such amount being hereinafter referred collectively, "WARRANTS") to as the "Option Consideration"). Upon receipt purchase Shares shall be canceled by virtue of the Option Considerationconsummation of the Merger, without consideration except as provided in this Section 2.05(b), and shall cease to exist. At the stock option or warrant Effective Time, each Warrant shall be canceled. converted into the right to receive from the Company an amount, subject to applicable withholding, determined by multiplying (i) the excess, if any, of the Merger Consideration per Share over the applicable exercise price of such Warrant as in effect immediately prior to the Effective Time by (ii) the number of Shares such holder could have purchased had such holder exercised such Warrant in full immediately prior to the Effective Time. (b) The surrender consideration due under this Section 2.05 (whether payable upon consummation of any stock option the Offer or warrant upon consummation of the Merger) shall be payable without interest promptly after (a) verification by the Exchange Agent of the ownership and terms of the particular Option or Warrant by reference to the Company's records, and (b) delivery of a written instrument duly executed by the owner of the applicable Option or Warrant, in a form provided by the Exchange Agent to the Company in exchange for prior to the Option Consideration shall consummation of the Offer and setting forth (i) the aggregate number of Options or Warrants owned by that Person and their respective issue dates and exercise prices, (ii) a representation by the Person that he or she is the owner of all Options or Warrants described pursuant to clause (i) and that none of those Options or Warrants has expired or ceased to be deemed exercisable (or would have expired or ceased to be exercisable, assuming such Options or Warrants had fully vested), and (iii) a release confirmation of, and consent to, the cancellation of any and all rights of the holder had Options or may have had in respect of such stock option or warrant. Warrants described pursuant to clause (i). (c) Prior to the Effective Time, the Company shall use its best efforts to (i) obtain all necessary any required consents or releases from holders of stock options Options and warrants Warrants and (ii) make any amendments to take all such other lawful action as may be the terms of the Employee Option Plan or Directors Option Plan or any agreement or certificate evidencing Other Options or Warrants that are necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders2.05(a) and 2.05(b). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in Notwithstanding any other planprovision of this Section, program or arrangement providing for the issuance or grant of any other interest payment may be withheld in respect of the capital stock of the Company any Option or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsWarrant until necessary consents are obtained.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect At or immediately prior to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, the Company shall use its best efforts to cause (i) all outstanding employee stock options to purchase Shares granted under any employee stock option or compensation plan or arrangement of the Company and (ii) all outstanding warrants to purchase Shares of the Company, 200,000 of which have been issued to First Union National Bank and 34,500 of which have been issued to former employees of Xxxxx Systems Corporation (the "Warrants"), to be canceled, and each holder of a then outstanding any such exercisable option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except Warrant shall be paid by the Company immediately prior to the extent otherwise agreed to by the holder of the Effective Time for each such option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant Warrant an amount in cash equal to (funded by Buyer) determined by multiplying (i) the excess, if any, of the Merger Consideration over the per Share applicable exercise price then in effect of such stock option or warrant Warrant by (ii) the number of Shares such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock holder could have purchased had such holder exercised such option or warrant shall be canceled. The surrender of any stock Warrant in full immediately prior to the Effective Time (whether or not such option or warrant Warrant is actually vested or exercisable at such time) without giving effect to any antidilutive changes in the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect number of such stock option or warrant. Shares arising from the Merger. (b) Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary any consents or releases from holders of options to purchase Shares granted under the Company's stock options option or compensation plans or arrangements and warrants and to take all such other lawful action as may be from holders of Warrants that are necessary to give effect to the transactions contemplated by paragraph (a) of this Section 6.8 (except for such action that may require the approval of the Company's stockholders)Section. Except as otherwise agreed to by Buyer and the partiesCompany, the Company shall take all action necessary to ensure that (i) the Plans Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall terminate, effective have been terminated as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions provision in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to Subsidiary thereof, shall be canceled as of the Effective Time Time, and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time Time, (A) no participant in the Plans any Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Buyer, the Company, the Surviving Corporation or any subsidiary Subsidiary thereof and all such plans shall have been terminated, and (B) the Company will not be bound by any convertible security, option, warrant, right or agreement which would entitle any person to own any capital stock of the Company or Buyer, the Company, the Surviving Corporation and to terminate all such plans, programs or arrangementsany Subsidiary thereof.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then Company Option that is outstanding option or warrant and unexercised immediately prior to purchase Sharesthe Effective Time, whether or not then exercisablevested, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration cancelled and shall be deemed a release of any no further force and all rights the holder had or may have had in respect of such stock option or warranteffect. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as actions that may be necessary (under the Option Plans and otherwise) to give effect effectuate the provisions of this Section 5.4(a) and to ensure that, from and after the Effective Time, all Company Options have been canceled and all holders of Company Options have no rights with respect thereto other than those specifically provided in this Section 5.4(a). (b) At the Effective Time, each unexpired Company Warrant which is outstanding and unexercised immediately prior to the transactions contemplated by this Section 6.8 (except for such Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall automatically and without any action that may require on the approval part of the Company's stockholders). Except holder thereof be converted into a warrant to purchase a number of shares of Parent Common Stock at an exercise price determined as otherwise agreed to by the parties, follows: (i) The number of shares of Parent Common Stock to be subject to such warrant as so converted shall be equal to the Plans shall terminate, effective as product of the Effective Time and number of shares of Company Common Stock theretofore subject to the Company warrant times 0.0470, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall use its reasonable efforts be rounded down to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and nearest whole share; and (ii) The exercise price per share of Parent Common Stock under such warrant as so converted shall be equal to the exercise price per share of Company Common Stock theretofore under the warrant divided by 0.0470, provided that such exercise price shall use its reasonable efforts be rounded up to ensure the nearest cent. (c) Additionally, each holder of a Company Warrant shall receive a Contingent Value Right to purchase the number of shares of Parent Common Stock that following such holder would have received in connection with the Merger had such holder exercised such Company Warrant for cash. (d) At the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the CompanyTime, the Surviving Corporation or any subsidiary other terms of each Company Warrant shall continue to apply in accordance with the Company or the Surviving Corporation terms thereof and to terminate all such plans, programs or arrangementsapplicable law.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions (a) The Company will constitute an "Event" (as defined in the Plansi) with respect terminate, to the options listed on Section 3.3 of extent permitted by the Company Disclosure Schedule terms thereof, the Company's 1991/1993 Consolidated Equity Plan, 1996 Consolidated Equity Plan and 1997 Equity Incentive Plan, as amended (collectively, the other options specified in Section 3.3 of the Company Disclosure Schedule"COMPANY OPTION PLANS"), and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At immediately before the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except without prejudice to the extent otherwise agreed to by the holder rights of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, holders of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant outstanding Options issued pursuant to the Company Option Plans, (ii) grant no additional Options after the date of this Agreement under the Company Option Plans and (iii) grant no other options, warrants, rights, convertible securities or other agreements or commitments pursuant to which the Company is required to issue any shares of Capital Stock or any securities convertible into or exchangeable for Capital Stock. (b) The Company shall provide written notice to all holders of outstanding Options issued pursuant to the Company Option Plans in exchange accordance with the terms of the respective Company Option Plan that, at the option holder's election, the vesting period for the Option Consideration any outstanding Options shall be accelerated and all such Options shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts be vested immediately prior to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and holders of outstanding Options shall have the Company shall use its reasonable efforts right to cause exercise their Options prior to the provisions Effective Time in any other plan, program or arrangement providing for accordance with the issuance or grant of any other interest in respect of the capital stock respective terms and conditions of the Company or Option Plans; provided, however, that any of its subsidiaries outstanding Options which are not exercised prior to be canceled as of the Effective Time shall terminate and (ii) the Company holders thereof shall use its reasonable efforts to ensure that have no rights with respect thereto following the Effective Time no participant other than as set forth in the Plans or other plansthis SECTION 3.6(b). (c) At its sole and absolute discretion, programs or arrangements shall have any right thereunder nStor may issue options to acquire equity securities continuing employees of the Company, pursuant to nStor's 1996 Stock Option Plan, as amended ("the Surviving Corporation or any subsidiary nStor Option Plan"), on such terms and conditions as the administrators of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsnStor Option Plan may deem appropriate.

Stock Options and Warrants. Purchaser acknowledges (a) At the Effective Time, each outstanding RTI Option under the RTI Option Plan, whether vested or unvested, shall be assumed by Mpath and deemed to constitute an option (an "Mpath Option") to acquire the same number of shares of Mpath Common Stock as the holder of such RTI 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 (rounded down to the nearest 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 RTI Common Stock otherwise purchasable pursuant to such RTI Option divided by (ii) the number of full shares of Mpath Common Stock deemed purchasable pursuant to such Mpath Option in accordance with the foregoing; provided, however, that, in the -------- ------- case of any RTI Option to which Section 422 of the Code applies ("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(a) of the Code. In connection with the assumption by Mpath of the RTI Options pursuant to this Section 6.5(a), RTI shall be deemed to have assigned to Mpath, effective at the Effective Time, RTI's right to repurchase unvested shares of RTI Common Stock issuable upon the exercise of the RTI Options or previously issued upon the exercise of options granted under the RTI Option Plan, in accordance with the terms of the RTI Option Plan and the related stock option agreements and stock purchase agreements entered into under the RTI Option Plan. With respect to provisions regarding a change of control, all RTI Options assumed by Mpath shall be subject to the same restrictions and shall be treated no less favorably than options granted under Mpath's 1999 Stock Incentive Plan. (b) As soon as practicable after the Effective Time, Mpath shall deliver to the participants in the RTI Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the RTI Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger and except that the consummation vesting schedule for any RTI Options will be amended to provide that one third of all RTI Options shall have vested as of the Offer Closing Date and that the remaining two thirds of each optionholder's RTI Options will vest equally in two annual installments on the first and second anniversary of the Closing Date. Mpath shall comply with the terms of the RTI Option Plan and the parties intend that, to the extent required by, and subject to the provisions of, such RTI Option Plan and Sections 422 and 424(a) of the Code, that RTI Options which qualified as incentive stock options prior the Effective Time continue to qualify as incentive stock options after the Effective Time, and this provision shall be interpreted consistent with that intent. At or prior to the Effective Time, Mpath shall take all corporate action necessary to reserve for issuance sufficient shares of Mpath Common Stock for delivery upon exercise of RTI Options assumed by it in accordance with this Section 6.5. Mpath shall file a registration statement on Form S-8 (or any successor or other Transactions will constitute an "Event" (as defined in appropriate forms) on or promptly following the Plans) one year anniversary of the Closing Date, with respect to the shares of Mpath Common Stock subject to such options listed on Section 3.3 and shall use its reasonable efforts to maintain the effectiveness of such registrations statements and maintain the current status of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of prospectus or prospectuses contained therein for so long as such options remain outstanding. (c) Mpath shall therefore become accelerated as take all corporate action necessary to reserve for issuance a result sufficient number of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance shares of the Offer so as to permit the Mpath Common Stock for delivery upon exercise of any such unvested options RTI Options assumed in accordance with this Section 6.5. (d) Each RTI Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and tender of whether or not vested at the underlying SharesEffective Time, shall remain outstanding at the Effective Time. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, RTI Warrants shall, in settlement thereof, except to by virtue of the extent otherwise agreed to by Merger and without any further action on the part of RTI or the holder of any of RTI Warrants (unless further action may be required by the option or warrantterms of any of RTI Warrants), be assumed by Mpath pursuant to such documentation as is reasonably acceptable to RTI and each RTI Warrant assumed by Mpath shall be exercisable upon the Company same terms and conditions as under the Purchaserapplicable warrant agreements with respect to such RTI Warrants, receive from except that (A) each such RTI Warrant shall be exercisable for that whole number of shares of Mpath Common Stock (rounded down to the Company (from funds provided by Purchasernearest whole share) for each Share into which the number of shares of RTI Common Stock subject to such stock option or warrant RTI Warrant would be converted under Section 2.1(c), and (B) the exercise price per share of Mpath Common Stock shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price per share of RTI Common Stock subject to such stock option or warrant RTI Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (such amount the exercise price per share, so determined, being hereinafter referred rounded to as the "Option Consideration"nearest full cent). Upon receipt of From and after the Option ConsiderationEffective Time, all references to RTI in the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration agreements underlying RTI Warrants shall be deemed to refer to Mpath. Mpath further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of RTI Warrants or if otherwise appropriate under the terms of RTI Warrants, it will execute a release supplemental agreement with the holders of any and all rights RTI Warrants to effectuate the holder had foregoing. No payment shall be made for fractional shares. Mpath shall (i) on or may have had in respect of such stock option or warrant. Prior prior to the Effective Time, reserve for issuance the Company shall use its best efforts number of shares of Mpath Common Stock that will become subject to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary purchase Mpath Common Stock ("Mpath Warrants") pursuant to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders6.5(d). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) from and after the Company shall use its reasonable efforts to ensure that Effective Time, upon exercise of the Mpath Warrants in accordance with the terms thereof, make available for issuance all shares of Mpath Common Stock covered thereby and (iii) as promptly as practicable following the Effective Time no participant in Time, issue to each holder of an outstanding RTI Warrant a document evidencing the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsforegoing assumption by Mpath.

Stock Options and Warrants. Purchaser acknowledges that (a) LSi will (i) terminate the consummation LSi Stock Option Plan and any other option plan immediately before the Effective Time, without prejudice to the rights of the Offer holders of the outstanding Options issued pursuant to the LSi Stock Option Plan, (ii) grant no additional Options after the date of this Agreement under the LSi Option Plan, and (iii) grant no other Options, warrants, rights, convertible securities or other agreements or commitments pursuant to which LSi is required to issue any shares of its capital stock or any securities convertible into or exchangeable for its capital stock. (b) LSi will, at or before the other Transactions Closing, cancel and cause the surrender of all outstanding Options, regardless of whether the Options are then exercisable. (c) In settlement of the surrender and cancellation of each Option, each holder of an Option that is exercisable at the Effective Time will constitute be entitled to receive an amount in cash (the "Event" Option Consideration"), without interest, equal to the product of (i)(A) the Cash Consideration, minus (B) the exercise price per share of the LSi Common Stock under the Option, multiplied by (ii) the number of shares of the LSi Common Stock covered by such Option; provided, however, that LSi shall withhold any applicable federal and state withholding Taxes. All Options shall be surrendered and cancelled at the Closing and, upon such surrender and cancellation, Tickxxx.xxx xxxl instruct the Exchange Agent (as defined in below) to promptly pay the Plans) with respect Option Consideration on the business day following the Closing. On or prior to the options listed on Closing, LSi shall use its commercially reasonable efforts to take all actions (including, without limitation, commercially reasonable efforts to obtain the necessary consents from each holder of an Option) required to effect the matters set forth in this Section 3.3 3.2, and to the surrender and cancellation of all of such holder's Options and those necessary to effect the surrender, cancellation and settlement of Options pursuant to this Section 3.2. In the event that the Cash Consideration is less than or equal to the exercise price of the Company Disclosure Schedule and Option, the holders will receive no Option Consideration or any other options specified in Section 3.3 Cash Consideration. The effect of the Company Disclosure ScheduleMerger shall be to terminate all Options prior to the Effective Time. (i) At the Effective Time, the holders of each issued and outstanding Public Warrant shall be entitled to receive an amount in cash (the "Warrant Consideration"), without interest, equal to the product of (i)(A) the Cash Consideration, minus (B) the exercise price of each Public Warrant, multiplied by (ii) the number of shares of the LSi Common Stock covered by such Public Warrant; provided, however LSi shall withhold any applicable federal and state withholding Taxes. In the event that the vesting of such options shall therefore become accelerated as a result Cash Consideration is less than or equal to the exercise price of the TransactionsPublic Warrant, which Purchaser acknowledges shall occur simultaneously with the acceptance holders will receive no Warrant Consideration or any other Cash Consideration. The effect of the Offer so as Merger shall be to permit terminate all Warrants prior to the exercise of any such unvested options and tender of the underlying Shares. Effective Time. (ii) At the Effective Time, each holder of a then issued and outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant Underwriter's Warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsremain outstanding.

Stock Options and Warrants. Purchaser acknowledges that (a) As soon as practicable following the consummation date of the Offer and the other Transactions will constitute an "Event" (as defined this Agreement, but in the Plans) with respect any event no later than 30 days prior to the options listed on Section 3.3 Closing Date, the Company shall use its reasonable best efforts to take such actions as are required to provide that each then outstanding option to purchase shares of Company Stock outstanding under any employee stock option or compensation plan or arrangement of the Company Disclosure Schedule and the other options specified in Section 3.3 of the (a “Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesStock Option”), whether or not then exercisablevested or exercisable by its terms, shallshall be canceled, in settlement thereof, except to and the extent otherwise agreed to by the Company shall pay each holder of any such option at or promptly after the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) Effective Time for each Share subject to such stock option or warrant an amount (less any applicable withholding tax as specified in Section 2.07) in cash equal to determined by multiplying (i) the excess, if any, of the Merger Consideration $33.50 per share of Company Stock over the per Share applicable exercise price of such stock option or warrant Company Stock Option by (ii) the number of shares of Company Stock such amount being hereinafter referred to as the "holder could have purchased (assuming full vesting of all options) had such holder exercised such Company Stock Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior full immediately prior to the Effective Time. (b) Each outstanding warrant to purchase shares of Common Stock (a “Company Warrant”) shall be cancelled as of the Effective Time, and the Company shall use its best efforts to obtain all necessary consents pay each holder of a Company Warrant at or releases from holders of stock options and warrants and to take all such other lawful action promptly after the Effective Time an amount (less any applicable withholding tax as may be necessary to give effect to the transactions contemplated specified in Section 2.07) in cash determined by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, multiplying (i) the Plans shall terminateexcess, effective as if any, of $33.50 per share of Common Stock over the exercise price of the Effective Time Company Warrant by (ii) the number of shares of Common Stock into which such Company Warrant is the exercisable. (c) The amounts paid in accordance with Section 2.05(a) and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest (b) in respect of the capital stock of Company Stock Options and the Company or any Warrants shall be deemed to have been paid in full satisfaction of its subsidiaries all rights pertaining to be canceled as such Company Stock Options and Company Warrants and the holders of the Effective Time such Company Stock Options and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements Warrants shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsno further rights pertaining thereto.

Stock Options and Warrants. Purchaser acknowledges that the consummation As of the Offer date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under the Occam Stock Option Plan and 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the other Transactions will constitute Occam Stock Option Plan (each an "Event" Occam Option") and (ii) 188,235 shares of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Stock (the "Occam Preferred Warrants"). All shares of Occam Common Stock and Series B Preferred Stock subject to issuance as defined aforesaid, upon issuance on the terms and conditions specified in the Plansinstruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) of the Occam Schedules sets forth the following information with respect to the options listed on Section 3.3 each Occam Option outstanding as of the Company Disclosure Schedule and date of this Agreement: (i) the other options specified in Section 3.3 particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the Company Disclosure Schedule, and that optionee; (iii) the vesting number of such options shall therefore become accelerated as a result shares of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share Occam Common Stock subject to such stock option or warrant an amount in cash equal to Occam Option; (iv) the excess, if any, of the Merger Consideration over the per Share exercise price of such Occam Option; (v) the date on which such Occam Option was granted; and (vi) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option or warrant (plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such amount being hereinafter referred to as the "Option Consideration")options. Upon receipt Schedule 2.2(b) of the Option Consideration, Occam Schedules also sets forth the stock option or warrant shall be canceled. The surrender of any stock option or warrant following information with respect to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action each Occam Preferred Warrant outstanding as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, date of this Agreement: (i) the Plans shall terminate, effective as name of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant holder of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and such Preferred Warrant; (ii) the Company shall use its reasonable efforts number of shares of Series B Preferred Stock subject to ensure that following such Occam Preferred Warrant; (iii) the Effective Time no participant in exercise price of such Occam Preferred Warrant; (iv) the Plans date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or other plans, programs or arrangements shall have any right thereunder made available to acquire equity securities ANI accurate and complete copies of all warrant agreements evidencing the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsOccam Preferred Warrants.

Stock Options and Warrants. Purchaser acknowledges that (a) As soon as practicable after the consummation execution of this Agreement, the Company shall, pursuant to the Company's 1994 Plan, (i) notify each holder of an outstanding option issued pursuant to the 1994 Plan of the Offer proposed Merger, (ii) provide for the accelerated vesting of each outstanding option so that each such option shall become fully exercisable, (iii) notify each such holder that each option shall, unless exercised by the holder in accordance with its terms, be canceled and terminate on the date which is fifteen (15) days from the date of such notice, and (iv) cause the 1994 Plan to be terminated. As soon as practicable after the execution of this Agreement, the Company shall use its commercially reasonable best efforts to cause the exercise or termination of all other Transactions will constitute an "Event" (as defined in then outstanding employee and consultant stock options and all non-employee director stock options, including without limitation, the Plans) with respect incentive stock options and non-qualified stock options issued pursuant to the Company's 1995 Plan and all stock options listed on Section 3.3 granted pursuant to resolutions of the Company Disclosure Schedule and Company's Board of Directors outside of any option plan. Notwithstanding the other options specified in Section 3.3 of foregoing, under no circumstances shall the Company Disclosure Schedule, and that be required to offer any incentives or other consideration for the vesting termination of such options options. (b) As soon as practicable after the execution of this Agreement, the Company shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as use commercially reasonable best efforts to permit cause the exercise or termination of all then issued and outstanding Company Warrants. Notwithstanding the foregoing, under no circumstances shall the Company be required to offer any incentives or other consideration for the termination of such unvested options and tender of the underlying SharesCompany Warrants. At the Effective Time, each holder of a then Company Warrant that is outstanding option and has not been terminated, exercised or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective converted as of the Effective Time shall be assumed by Parent; provided that such Company Warrants shall by their express terms reflect, or shall be amended by the Company and the holder thereof to reflect, the different security and the number of shares of such security covered by such agreement based on the conversion of Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect Common Shares into Parent Common Stock. All of the capital stock holders of such Company Warrants issued and outstanding as of the date of this Agreement are listed on Section 2.12(k) of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Disclosure Schedule attached hereto. The Company shall use its reasonable efforts take all actions necessary or reasonably requested by Parent to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall holder of any Company Warrant will have any right thereunder to acquire equity securities of the Company or any of its Subsidiaries, or any right to payment in respect of the equity securities of the Company, the Surviving Corporation or any subsidiary of the Company its Subsidiaries or the Surviving Corporation Corporation, except as provided in Section 1.8(e). (c) As soon as practicable after the execution of this Agreement, the Company shall use its commercially reasonable best efforts to cause the holders of warrants or warrant certificates issued pursuant to the 1997 Unit Purchase Agreement to (i) surrender the 1997 Warrants in exchange for an aggregate of 158,512 Company Common Shares, and (ii) agree to terminate the 1997 Unit Purchase Agreement. (d) The Company shall use its commercially best efforts to terminate all Company Plans as of the Effective Time or as promptly as practicable thereafter. (e) With respect to any Company Options and Company Warrants, the Company shall not permit any holder thereof to exercise such plansCompany Option or Company Warrant by any means other than payment of the exercise price thereof in cash, programs or arrangementsunless the Company is contractually obligated to do so. With respect to any such holder, the Company shall use its commercially reasonable best efforts to encourage such holder to exercise such Company Option and/or Company Warrant by payment in cash.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) As of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, any Company Stock Options or warrants exercisable for Company Stock, which are outstanding as of the date 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 Company Stock Option shall be converted into an option to purchase such shares of Acquiror Stock as the holder thereof would have received in the Merger 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 the exercise price shall be rounded up to the nearest cent. Except as provided above, the converted stock options or warrants, as the case may be, shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting, acceleration and exercise provisions) as were applicable to the Company Stock Options or warrants, as the case may be, immediately prior to the Effective Time. It is the intention of the parties that the options so assumed by Acquiror qualify at 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. Within ten (10) business days after the Effective Time, Acquiror will issue to each person who immediately prior to the Effective Time was a holder of an outstanding option under the Company Stock Option Plan a then outstanding document in form and substance satisfactory to the Company evidencing the foregoing assumption of such option by Acquiror. (b) No such option or warrant shall be converted into a stock option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder a partial share of the option or warrant, the Company and the Purchaser, receive from the Company Acquiror Stock. (from funds provided by Purchaserc) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, The consummation of the Merger Consideration over the per Share exercise price shall not be treated as a termination of employment for purposes of such stock option options or warrant warrants. (such amount being hereinafter referred d) Acquiror shall reserve a number of shares of Acquiror Stock sufficient to as cover the "Option Consideration"). Upon receipt issuance of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant Acquiror Stock pursuant to the exercise of Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had Stock Options or may have had in respect of such stock option or warrant. Prior warrants assumed pursuant to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements7.11.

Stock Options and Warrants. Purchaser acknowledges that (a) At the consummation Effective Time, each outstanding Target Option under the Target Option Plan, whether vested or unvested, shall be assumed by HearMe and deemed to constitute an option (an "HEARME OPTION") to acquire the same number of shares of HearMe Common Stock as the holder of such Target 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, and the Cash Component been zero (rounded down to the nearest 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 Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of HearMe Common Stock deemed purchasable pursuant to such HearMe Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Offer Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the other Transactions will constitute an "Event" (as defined terms and conditions of exercise of such option shall be determined in the Plansorder to comply with Section 424(a) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule Code. In connection with the assumption by HearMe of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to HearMe, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the other options specified in Section 3.3 related stock option agreements and stock purchase agreements entered into under the Target Option Plan. The vesting schedule of the Company Disclosure ScheduleTarget Options shall not accelerate, and if necessary, Target shall amend the Target Option Plan to provide that the vesting of such options shall therefore become accelerated schedule will not accelerate, as a result of the TransactionsMerger, which Purchaser acknowledges PROVIDED, HOWEVER, that all options held by non-employee advisors shall occur simultaneously vest in full at the Effective Time. (b) As soon as practicable after the Effective Time, HearMe shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.5 and Section 2.1(e) hereof). HearMe shall comply with the acceptance terms of the Offer so Target Option Plan and the parties intend that, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as incentive stock options prior the Effective Time continue to permit qualify as incentive stock options after the Effective Time, and this provision shall be interpreted consistent with that intent. (c) HearMe shall take all corporate action necessary to reserve for issuance a sufficient number of shares of HearMe Common Stock for delivery upon exercise of any such unvested options Target Options assumed in accordance with this Section 6.5. (d) Each Target Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and tender of whether or not vested at the underlying SharesEffective Time, shall remain outstanding at the Effective Time. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, Target Warrants shall, in settlement thereof, except to by virtue of the extent otherwise agreed to by Merger and without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the option or warrantterms of any of Target Warrants), be assumed by HearMe pursuant to such documentation as is reasonably acceptable to Target and each Target Warrant assumed by HearMe shall be exercisable upon the Company same terms and conditions as under the Purchaserapplicable warrant agreements with respect to such Target Warrants, receive from except that (A) each such Target Warrant shall be exercisable for that whole number of shares of HearMe Common Stock (rounded down to the Company (from funds provided by Purchasernearest whole share) for each Share into which the number of shares of Target Common Stock subject to such stock option or warrant Target Warrant would be converted under Section 2.1(c) (calculated as if the Cash Component were zero), and (B) the exercise price per share of HearMe Common Stock shall be an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price per share of Target Common Stock subject to such stock option or warrant Target Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (such amount the exercise price per share, so determined, being hereinafter referred rounded to as the "Option Consideration"nearest full cent). Upon receipt of From and after the Option ConsiderationEffective Time, all references to Target in the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration agreements underlying Target Warrants shall be deemed to refer to HearMe. HearMe further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a release supplemental agreement with the holders of any and all rights Target Warrants to effectuate the holder had foregoing. No payment shall be made for fractional shares. HearMe shall (i) on or may have had in respect of such stock option or warrant. Prior prior to the Effective Time, reserve for issuance the Company shall use its best efforts number of shares of HearMe Common Stock that will become subject to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary purchase HearMe Common Stock ("HEARME WARRANTS") pursuant to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders6.5(d). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) from and after the Company shall use its reasonable efforts to ensure that Effective Time, upon exercise of the HearMe Warrants in accordance with the terms thereof, make available for issuance all shares of HearMe Common Stock covered thereby and (iii) as promptly as practicable following the Effective Time no participant in Time, issue to each holder of an outstanding Target Warrant a document evidencing the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsforegoing assumption by HearMe.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesShares issued pursuant to any Company Plan (as defined herein) or other agreement or arrangement, including the Nardin option, whether vested or not then exercisableunvested, and outstanding as of the Effective Time (a "Company Stock Option" or collectively "Company Stock Options") shall be converted as of the Effective Time into options to purchase shares of Parent Stock in accordance with the terms of this Section 1.10(a). All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "Company Plans." From and after the Effective Time, but subject to adjustment to avoid dilution in accordance with the terms applicable to such Company Stock Options, each Company Stock Option shall, in settlement thereofaccordance with the provisions of sections 4(a)(iv) and 8(b) of the agreement representing such Company Stock Option, except represent the right to acquire a number of shares of Parent Stock equal to the extent otherwise agreed to by product of (i) the holder number of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share shares of Common Stock subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior immediately prior to the Effective Time, and (ii) the Common Stock Ratio, at an exercise price per share of Parent Stock equal to the exercise price per share applicable to such option in effect immediately prior to the Effective Time divided by the Common Stock Ratio. (b) As soon as practicable after the date hereof, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plans and that the agreements evidencing the grants of such options shall use its best efforts continue in effect on substantially the same terms and conditions, including vesting (subject to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give the adjustments required by this Section 1.10 after giving effect to the transactions contemplated by this Section 6.8 Merger). (except for such action that may require c) As soon as reasonably practicable after the approval of the Company's stockholders). Except as otherwise agreed to by the partiesEffective Time, Parent shall (i) file a Registration Statement on Form S-8 (or any successor or other appropriate forms) with respect to the Plans shares of Parent Stock subject to any Company Stock Options held by persons who are directors, officers, consultants or employees of the Company or its subsidiaries and shall terminateuse reasonable commercial efforts to maintain the effectiveness of such Registration Statement or Registration Statements (that maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding; and (ii) cause such shares of Parent Stock to be approved for listing on the Nasdaq National Market, effective subject to official notice of issuance. (d) From and after the Effective Time, all Company Stock Options assumed by Parent pursuant hereto shall continue in effect and be subject to and governed by Parent's Stock Plan, except where the Parent's Stock Plan is inconsistent with the applicable Company Plan or the terms of such Company Stock Options, in which event such Company Stock Options shall be subject to the applicable Company Plan and/or their own terms to the extent of such inconsistency. The Company Stock Options assumed by Parent may be subject to and governed by Parent's plans pursuant to which options to purchase Parent Stock has been issued or may be issued are referred collectively as the "Parent's Stock Plan." With respect to those individuals, if any, who subsequent to the Merger may be subject to the reporting requirements under section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Parent shall administer the Parent's Stock Plan in a manner that complies with rule 16b-3 promulgated under the Exchange Act to the extent necessary to preserve for such individuals the benefits of rule 16b-3. (e) At the Effective Time, the stock purchase warrant (the "IFT Warrant") dated February 1, 1999 to purchase 404,858 shares of Class A Stock (as hereinafter defined) shall be converted as of the Effective Time into a warrant to purchase shares of Parent Stock in accordance with the terms of this section 1.10(e). From and after the Company shall use its reasonable efforts Effective Time, but subject to cause adjustment to avoid dilution in accordance with the terms applicable to such IFT Warrant, the IFT Warrant shall, in accordance with the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect section 4(b) of the capital stock Statement of Rights of Warrant Holder incorporated in the Company or any agreement representing such IFT Warrant, represent the right to acquire a number of its subsidiaries shares of Parent Stock equal to be canceled as the product of (i) the number of shares of Class A Stock subject to such IFT Warrant immediately prior to the Effective Time Time; and (ii) the Company shall use its reasonable efforts Class A Ratio, at an exercise price per share of Parent Stock equal to ensure that following the exercise price per share applicable to such IFT Warrant in effect immediately prior to the Effective Time no participant in divided by the Plans or other plans, programs or arrangements Class A Ratio. A substitute warrant containing substantially the same terms and conditions as the IFT Warrant shall have any right thereunder be delivered to acquire equity securities the holder of the CompanyIFT Warrant upon surrender thereof to Parent. (f) The following table indicates the number of Shares underlying the Company Stock Options and the IFT Warrant as of the date hereof and immediately prior to the Effective Time, and in each case, the Surviving Corporation or any subsidiary number of shares of Parent Stock that will be underlying the Company or Stock Options and the Surviving Corporation and to terminate all such plans, programs or arrangements.IFT Warrant upon conversion in accordance with this section 1.10: NUMBER OF SHARES OF NUMBER OF SHARES PARENT STOCK UNDERLING CLASS OF OPTION UNDERLYING THE OPTION THE CONVERTED OPTION OR WARRANT: OR WARRANT: OR WARRANT: --------------- --------------------- ---------------------- Company Stock Options 302,140 shares of 276,552 Common Stock Nardin Option 100,000 shares of 91,531 Common Stock IFT Warrant 404,858 shares of 379,123 Class A Stock

Stock Options and Warrants. Purchaser acknowledges (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions as are reasonably required to cause the transactions contemplated by this section to be exempt from the provisions of Section 16(b) of the Exchange Act. (b) Each Company Stock Option outstanding immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, whether or not such Company Stock Option is vested and exercisable immediately prior to the consummation of the Offer, will, to the extent not exercised, be canceled pursuant to the terms of the Company Stock Plan, without any action on the part of the holder thereof due to the acceptance for payment of shares of Company Common Stock pursuant to the Offer. In accordance with the requirements of the Company Stock Plan, the Company shall promptly deliver notice to each holder of Company Stock Options of the foregoing effects of the acceptance for payment of shares of Company Common Stock pursuant to the Offer. The holder of each Company Stock Option so canceled shall thereupon become entitled to receive an amount of cash equal to the Option Spread Payment upon the earlier to occur of (i) the date that is five business days after the Effective Time and (ii) 90 days from the date of this Agreement (the "Option Payment Date"); provided, however, that holders of Company Stock Options that are not vested as of the day immediately following the consummation of the Offer and that do not vest by their terms upon a change of control, shall not be entitled to receive such amount and such Company Stock Options shall be canceled as of such date. At least ten business days prior to the other Transactions will constitute an "Event" (as defined in Option Payment Date, the Plans) Company shall deliver to Parent a schedule setting forth, with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant Company Stock Options who is entitled to purchase Sharesreceive cash in accordance with this Section 6.04(b), whether or not then exercisable(x) the name of such holder, (y) the address for delivery of payment for such holder, and (z) the calculation of the amount of the Option Spread Payment, including the amount of the Taxes required to be withheld by the Company, to be made to such holder. Parent shall, prior to the Option Payment Date, provide or cause to be provided to the Paying Agent, on behalf of the Company, an amount equal to the aggregate of all of the Option Spread Payments to be made to holders of Company Stock Options in settlement thereofaccordance with this Section 6.04(b). Parent shall also provide to the Company, except on or prior to the Option Payment Date, all Taxes that were required by applicable Law to be withheld from the payments made to holders of Company Stock Options. (c) Each Warrant (other than the Legacy Warrants) outstanding immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, to the extent otherwise agreed not exercised, will be canceled pursuant to by the terms of the Warrant, without any action on the part of the holder thereof due to the acceptance for payment of shares of Company Common Stock pursuant to the option or warrant, the Company and the Purchaser, Offer. The holder of each Warrant so canceled shall become entitled to receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in of cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior Warrant equal to the Warrant Spread Payment. (d) Each Legacy Warrant outstanding immediately prior to the Effective Time, to the extent not exercised, will, by virtue of the Merger and without any action on the part of the holder thereof, be treated as described in Section 2.01(d)(ii). (e) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, cause (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts Stock Plan to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled terminate as of the Effective Time and (ii) the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company to be deleted as of the Effective Time. The Company shall use its reasonable efforts to ensure that following the Effective Time no holder of a Company Stock Option or any participant in the Plans Company Stock Plan or other plans, programs or arrangements Company Benefit Plan shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary capital stock of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsCorporation.

Stock Options and Warrants. Purchaser acknowledges (a) At the Effective Date, all options and warrants (collectively the "Options") then outstanding under Amrion's Non-Qualified Stock Option Plan and Non-Employee Director Stock Option Plan (collectively the "Option Plans") or pursuant to the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees therexx, xxxxx xxxxxn outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, be assumed by WFM in accordance with their terms and conditions as in effect at the Effective Date (and the terms and conditions of the Option Plans and the option agreements associated with such Option Plans), except that (A) each such Option shall be exercisable in accordance with its terms for that whole number of shares of WFM Common Stock (rounded to the nearest whole share) into which the number of shares of Amrion Common Stock subject to such Option immediately prior to the Effective Date would be converted under Section 2.1 at an exercise price per share of WFM Common Stock (rounded to the nearest cent) equal to the exercise price per share of Amrion Common Stock applicable to such Option divided by .87; (B) all actions to be taken thereunder by the Board of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (C) no payment shall be made for fractional interests. From and after the date of this Agreement, except as provided in Section 5.1, no additional options shall be granted by Amrion under the Option Plans. (b) It is intended that the consummation assumed Options, as set forth herein, shall not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Offer and Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the Options. As soon as practicable after the Effective Date, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or other Transactions will constitute an "Event" (as defined in the Planssuccessor form) with respect to the options listed on Section 3.3 shares of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.WFM 3

Stock Options and Warrants. Purchaser acknowledges that (a) In accordance with the consummation terms of the Offer Company's 2000 Stock Incentive Plan (the "2000 Plan") and the other Transactions will constitute Company's 2001 Stock Incentive Plan (the "2001 Plan" and, together with the 2000 Plan, the "Company Stock Plans") and the related option agreements, each outstanding stock option (each, an "Event" Option") granted under the Company Stock Plans with an exercise price equal to or less than $4.66 (as defined the "In-The-Money Options") shall accelerate and be exercisable in the Plans) with respect full immediately prior to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying SharesEffective Time. At the Effective Time, each holder of a then outstanding option or warrant an In-The-Money Option that has not been exercised prior to purchase Shares, whether or not then exercisable, shallthe Effective Time shall be entitled to receive, in settlement thereof, except to the extent otherwise agreed to by the holder respect of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to all In-The-Money Options then held by such stock option or warrant an amount in cash holder, a number of shares of Parent Common Stock equal to the excess, if any, remainder of (i) (A) the Merger Consideration over Share Exchange Ratio multiplied by (B) the per Share aggregate number of Shares underlying all In-The-Money Options held by such holder minus (ii) (x) the aggregate exercise price of all of such stock option or warrant holder's In-The-Money Options divided by (such amount being hereinafter referred to as y) $24.60 (the "Option ConsiderationSigning Price"). Upon receipt Immediately upon the conversion of the Option ConsiderationIn-The-Money Options into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(a), the stock option or warrant In-The-Money Options shall be canceledterminate. The surrender of any stock option or warrant to Options that are not In-The-Money Options (the Company in exchange for the Option Consideration "Underwater Options") shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior terminate immediately prior to the Effective Time, in the Company case of Options outstanding under the 2001 Plan, and at the Effective Time, in the case of Options outstanding under the 2000 Plan. No Options shall use its best efforts be exercisable at any time after the Effective Time. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to obtain all necessary consents or releases from holders In-The-Money Options. To the extent any fractional shares of stock options and warrants and Parent Common Stock would otherwise be issuable pursuant to take all this Section 2.4(a), in lieu thereof, the holder of such other lawful action as may In-The-Money Options shall receive cash in accordance with Section 2.2(c). (b) At the Effective Time, the holder of the Warrant shall be necessary entitled to give effect receive, in respect of each Share subject to the transactions contemplated by this Section 6.8 Warrant (except for such action that may require as defined below), a number of shares of Parent Common Stock equal to the approval remainder of the Company's stockholders). Except as otherwise agreed to by the parties, (i) (A) the Plans Share Exchange Ratio multiplied by (B) the aggregate number of Shares underlying the Warrant minus (ii) (x) the aggregate exercise price of the Warrant divided by (y) the Signing Price. Immediately upon the conversion of the Warrant into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(b), the Warrant shall terminate. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to the Warrant. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(b), effective in lieu thereof, the holder of the Warrant shall receive cash in accordance with Section 2.2(c). Prior to or as of the Effective Time and date hereof, the holder of the Warrant has agreed with the Company shall use its reasonable efforts in writing to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect effect of the capital stock of Merger on the Warrant as described in this Section 2.4(b). For purposes hereof, "Warrant" shall mean the Stock Purchase Warrant dated November 9, 2000 issued by the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsXxxxxxxx & Xxxxxxxx LLP.

Stock Options and Warrants. Purchaser acknowledges that (a) As soon as practicable following the consummation date of this Agreement, IOI and the Company (or, if appropriate, any committee of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 Board of Directors of the Company Disclosure Schedule administering the Company's stock option plans, agreements or arrangements (collectively, the "COMPANY OPTION PLANS") or warrants (collectively, the "COMPANY WARRANTS")) shall take such action, and the other options specified in Company shall obtain all such agreements and consents, if any, as may be required to effect the following provisions of this Section 3.3 2.2. As of the Effective Time each outstanding option held by employees to purchase shares of Company Disclosure ScheduleCommon Stock pursuant to the Company Option Plans (a "COMPANY STOCK OPTION") shall be assumed by IOI and unexercised options will be converted into options to purchase shares of IOI Common Stock ("ASSUMED STOCK OPTIONS") as follows: (i) In the case of any Assumed Stock Option, and that (x) the vesting number of shares of IOI Common Stock subject to the Assumed Stock Option shall be the number of shares of IOI Common Stock which such holder of such options Assumed Stock Option would have been entitled to receive in the Merger if such Assumed Stock Option had been exercised for Company Common Stock immediately prior to the Effective Time (taking into account any adjustment provided for under Section 2.1(a)(iv)) and (y) the exercise price payable for a share of IOI Common Stock under the Assumed Stock Option shall therefore become accelerated as a result be the quotient (truncated to the nearest $.01) of the Transactions, exercise price per share of Company Common Stock under the Company Stock Option immediately prior to the Effective Time divided by the number of shares of IOI Common Stock into which Purchaser acknowledges shall occur simultaneously with the acceptance each share of the Offer so as to permit Company Common Stock is convertible under Section 2.1(a)(i). No fractional shares of IOI Common Stock will be issued upon the exercise of any Assumed Stock Options. Any holder of an Assumed Stock Option who would otherwise have been entitled to receive a fraction of a share of IOI Common Stock (after taking into account all Assumed Stock Options exercised by such unvested options and tender holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of IOI Common Stock multiplied by (ii) the average of the underlying Sharesdaily high and low sales prices, regular way, of one share of IOI Common Stock (rounded to the nearest ten thousandth) on the American Stock Exchange (the "AMEX") (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) during the ten consecutive trading day period ending on the second trading day prior to the exercise date. (ii) 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. At As soon as practicable after the Effective Time, each holder IOI shall deliver to holders of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder Assumed Stock Options appropriate notice of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price terms of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration")options and other appropriate documents. Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to Promptly after the Effective TimeTime (and in no event later than five (5) business days thereafter), the Company IOI shall use its reasonable best efforts to obtain all necessary consents prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or releases from holders other appropriate form with respect to shares of stock options and warrants IOI Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding. IOI shall take all such other lawful corporate action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except reserve for such action that may require the approval issuance under an appropriate stock option plan of IOI a sufficient number of shares of IOI Common Stock for delivery upon exercise of the Company's stockholders). Except as otherwise agreed to by the parties, options described above. (ib) the Plans shall terminate, effective as As of the Effective Time each outstanding Company Warrant to purchase shares of Company Common Stock shall be assumed by IOI and unexercised warrants will be converted into warrants to purchase shares of IOI Common Stock, Series A Warrants and Series B Warrants ("ASSUMED COMPANY WARRANTS") as follows: (i) In the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant case of any other interest Assumed Company Warrant, (x) the number of shares of IOI Common Stock and Series A Warrants and Series B Warrants subject to the Assumed Company Warrant shall be the number of shares of IOI Common Stock and Series A Warrants and Series B Warrants which such holder of such Assumed Company Warrant would have been entitled to receive in respect of the capital stock of the Merger if such Assumed Company or any of its subsidiaries Warrant had been exercised for Company Common Stock immediately prior to be canceled as of the Effective Time (taking into account any adjustment provided for under Section 2.1(a)(iv)) and (y) the exercise price payable for a share of IOI Common Stock and related Series A Warrants and Series B Warrant under the Assumed Company Warrant shall be the quotient (truncated to the nearest $.01) of the exercise price per share of Company Common Stock under the Assumed Company Warrant immediately prior to the Effective Time divided by the number of shares of IOI Common Stock into which each share of Company Common Stock is convertible under Section 2.1(a)(i). No fractional shares of IOI Common Stock will be issued upon the exercise of Assumed Company Warrants. Any holder of an Assumed Company Warrant who would otherwise have been entitled to receive a fraction of a share of IOI Common Stock (after taking into account all Assumed Company Warrants exercised by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of IOI Common Stock multiplied by (ii) the Company shall use its reasonable efforts average of the daily high and low sales prices, regular way, of one share of IOI Common Stock (rounded to ensure that following the Effective Time no participant nearest ten thousandth) on the AMEX (as reported in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities New York City edition of the CompanyWall Street Journal or, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plansif not reported thereby, programs or arrangements.another nationally recognized

Stock Options and Warrants. Purchaser acknowledges that (a) Except as set forth on Schedule 2.3, there are no options, warrants or convertible securities outstanding entitling the consummation holder thereof to purchase Cal Pro capital stock. (b) At the Effective Date, all options and warrants (collectively the "Options") then outstanding to acquire shares of ImaginOn Common Stock shall remain outstanding following the Effective Date and such Options shall, by virtue of the Offer Merger and without any further action on the other Transactions will constitute an "Event" (as defined in part of ImaginOn or the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise holder of any such unvested options Option, be assumed by Cal Pro in accordance with the terms and tender conditions of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereofOptions, except that (A) each such Option shall be exercisable in accordance with its terms for that whole number of shares of Cal Pro Common Stock (rounded to the extent otherwise agreed to by nearest whole share) into which the holder number of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share shares of ImaginOn Common Stock subject to such stock option or warrant Option immediately prior to the Effective Date would be converted under Section 2.1 at an amount in cash exercise price per share of Cal Pro Common Stock (rounded to the nearest cent) equal to the excess, if any, of the Merger Consideration over the per Share exercise price per share of ImaginOn Common Stock applicable to such stock option or warrant (such amount being hereinafter referred to Option divided by the exchange ratio as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to finally determined by the parties; (B) all actions to be taken thereunder by the Board of Directors of ImaginOn or a committee thereof shall be taken by the Board of Directors of Cal Pro or a committee thereof; and (C) no payment shall be made for fractional interests. From and after the date of this Agreement, no additional options shall be granted by ImaginOn. (ic) It is intended that the Plans assumed Options, as set forth herein, shall terminate, effective as not give to any holder thereof any benefits in addition to those which such holder had prior to the assumption of the Effective Time and the Company Option. Cal Pro shall use its reasonable efforts take all necessary corporate action necessary to cause the provisions in any other plan, program or arrangement providing reserve for the issuance or grant a sufficient number of any other interest in respect shares of Cal Pro Common Stock for delivery upon exercise of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsOptions.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesCompany Stock Option under the Company Stock Plans, whether vested or not then exercisableunvested, shall, in settlement accordance with the terms of such Company Stock Option and such Company Stock Plan, by virtue of the Merger and without any action on the part of the holder thereof, except become and represent an option to acquire, on the extent otherwise agreed to by same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Surviving Company Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrantin full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (i) the aggregate exercise price for shares of Company Common Stock purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (ii) the number of full shares of Surviving Company Common Stock deemed purchasable pursuant to such Company Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, the Surviving Company shall deliver to the participants in Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the Purchaser, receive from grants pursuant to Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 7.5 after giving effect to the Merger). (c) Curis shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Surviving Company Common Stock for delivery under the Company Stock Plans assumed in accordance with this Section 7.5. As soon as practicable after the Effective Time, and in any event within 30 days thereafter, the Surviving Company shall file one or more registration statements on Form S-8 (from funds provided by Purchaseror any successor or other appropriate forms) for each Share with respect to the shares of Surviving Company Common Stock subject to such stock option options and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement or warrant an amount in cash equal registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of each Company (or Board committee administering such plans) shall have approved, prior to the excessdate of this Agreement, and shall take, prior to or as of the Effective Time, all necessary actions, if any, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing the Company Stock Options, to provide for the conversion of the Company Stock Options into options to acquire Surviving Company Common Stock in accordance with this Section 7.5, and to provide that no consent of the holders of the Company Stock Options is required in connection with such conversion. (e) At the Effective Time, each outstanding Company Warrant (other than any Company Warrant that by its terms otherwise expires by virtue of the Merger) shall, in accordance with the terms of such Company Warrant, by virtue of the Merger Consideration over and without any action on the part of the holder thereof, become and represent a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant, the same number of shares of Surviving Company Common Stock as the holder of such Company Warrant would have been entitled to receive pursuant to the Merger (including with respect to the treatment of fractional shares) had such holder exercised such Company Warrant in full immediately prior to the Effective Time, at a price per Share share (rounded upward to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such stock option Company Warrant immediately prior to the Effective Time divided by (ii) the number of full shares of Surviving Company Common Stock deemed purchasable pursuant to such Company Warrant in accordance with the foregoing. (f) The Board of Directors of each Company shall have approved, prior to the date of this Agreement, and shall take, prior to or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option ConsiderationEffective Time, all necessary actions, pursuant to and in accordance with the stock option or warrant shall be canceled. The surrender terms of the Company Warrants, to provide for the conversion of the Company Warrants into warrants to acquire Surviving Company Common Stock in accordance with this Section 7.5, and to provide that no consent of the holders of any stock option or warrant to the Company Warrant is required in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of connection with such stock option or warrant. Prior conversion. (g) Immediately prior to the Effective Time, the Company Subordinated Note of Ontogeny payable to Atwixx Xxxdings Limited (the "Ontogeny Convertible Note") shall use its best efforts in accordance with the terms of the Ontogeny Convertible Note and the Common Stock Purchase Agreement pursuant to obtain all necessary consents or releases from holders which such Ontogeny Convertible Note was issued, by virtue of stock options the Merger and warrants without any action on the part of the holder thereof, become and to take all such other lawful action as may be necessary to give effect represent (and Ontogeny will issue to the transactions contemplated by this Section 6.8 (except for holder of such action that may require the approval note) an aggregate of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as 819,673 shares of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsOntogeny Common Stock.

Stock Options and Warrants. Purchaser acknowledges that (a) At the consummation of Effective Time, the Offer and Company's 1999 Stock Incentive Plan (the other Transactions will constitute an "Event" Stock Plan") shall be assumed by Parent in accordance with Section 5.12. (as defined in the Plansb) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharesshares of capital stock of the Company that is then outstanding, whether vested or not then exercisableunvested (a "Company Option"), shallshall be assumed by Parent in accordance with the terms of the Stock Plan (as in effect as of the date of this Agreement) and the stock option agreement by which such Company Option is evidenced. All rights with respect to Company Common Stock under outstanding Company Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (i) each Company Option 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 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 settlement thereofeffect 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, except to the extent that such restrictions by their terms terminate upon consummation of the Merger, and the term, exercisability, vesting schedule and other provisions of such Company Option (including, without limitation, provisions relating to the acceleration of options upon termination of an employment or consulting relationship after a change of control) shall otherwise agreed remain unchanged and shall continue to have, and be subject to, the same terms and conditions as set forth in the Stock Plan and/or stock option agreement by which such Company Option is evidenced immediately prior to the Effective Time; 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. The Company and Parent shall take all action that may be necessary to effectuate the provisions of this Section 1.6. Following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share 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. It is the intention of the parties that the Company Options assumed by Parent qualify following the Effective Time as incentive stock option or warrant an amount options as defined in cash Section 422 of the Code to the extent that such Company Options qualified as incentive stock options immediately prior to the Effective Time. Parent shall file with the SEC no later than ten business days after the Closing Date a registration statement on Form S-8 registering the exercise of any Company Options assumed by Parent pursuant to this Section 1.6. Parent shall use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement for so long as such Company Options remain outstanding. Parent shall take all necessary corporate action to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options assumed in accordance with this Section 1.6(b). (c) At the Effective Time, each Company Warrant (if any) that is then outstanding 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 capital 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 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 shall be equal to the excessnumber of shares of Company Common Stock that were subject to such Company Warrant immediately prior to the Effective Time multiplied by the Applicable Fraction, if anyrounded down to the nearest whole number of shares of Parent Common Stock, of the Merger Consideration over (iii) the per Share share exercise price for the Parent Common Stock issuable upon exercise of each such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant assumed Company Warrant shall be canceled. The surrender determined by dividing the exercise price per share of any stock option or warrant Company Common Stock subject to the such Company Warrant, as in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior 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 Warrant shall use continue in full force and effect, and the term, exercisability and other provisions of such Company Warrant shall otherwise remain unchanged except to the extent that such restrictions or other provisions by their terms terminate upon consummation of the Merger; PROVIDED, HOWEVER, that each such assumed Company Warrant shall, in accordance with its best efforts terms, be subject to obtain 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. Parent shall take all necessary consents or releases from holders corporate action to reserve for issuance a sufficient number of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by shares of Parent Common Stock for delivery upon exercise of Company Warrants assumed in accordance with this Section 6.8 (except for such action that may require the approval of the Company's stockholders1.6(c). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.

Stock Options and Warrants. Purchaser acknowledges that (a) At the consummation effective time of the Offer merger, each outstanding option to purchase XOMA-DE Common Shares (a "Stock Option"), whether vested or unvested, and the other Transactions will each outstanding warrant to purchase XOMA-DE Common Shares (a "Warrant") shall be deemed to constitute an "Event" (option to acquire or warrant to purchase, as defined in the Plans) with respect case may be, on the same terms and conditions as were applicable under such Stock Option or Warrant, the same number of shares of common stock of the surviving corporation as the holder of such Stock Option or Warrant would have been entitled to receive pursuant to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of merger had such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any holder exercised such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant in full immediately prior to purchase Shares, the effective time of the merger (not taking into account whether or not then such option or warrant was in fact exercisable). In the case of any Stock Option to which Section 421 of the Internal Revenue Code of 1986 (the "Code") applies by reason of its qualification under any of Sections 422-423 of the Code ("qualified stock options"), shallthe option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall comply with Section 424(a) of the Code. (b) Following the effective time of the merger, each such Stock Option and Warrant shall continue in settlement thereofeffect on the same terms and conditions. The surviving corporation shall comply with the terms of all such Stock Options and Warrants and will ensure, except to the extent otherwise agreed required by, and subject to by the holder provisions of, any plan governing such Stock Options that Stock Options which qualified as qualified stock options prior to the effective time of the option or warrant, merger continue to qualify as qualified stock options after the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, effective time of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceledmerger. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration surviving corporation shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful corporate action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except reserve for such action that may require the approval issuance a sufficient number of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as shares of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital common stock of the Company or any of its subsidiaries surviving corporation for delivery pursuant to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant terms set forth in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsthis Section 9.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined a) The Company shall use reasonable efforts (without incurring any liability in the Plansconnection therewith) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Scheduleprovide that, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At at the Effective Time, (i) each holder of a then outstanding option to purchase shares of Common Stock (the "Options") granted either under any of the Company's stock option plans referred to in Section 2.2 hereof, each as amended (collectively, the "Option Plans") or not under any of the Option Plans, and each then outstanding warrant to purchase Sharesshares of Common Stock (the "Warrants"), in each case whether or not then exercisableexercisable or vested, shallshall be canceled and (ii) in consideration of such cancellation, in settlement thereof, except to the extent otherwise agreed to by the holder such holders of the option or warrant, the Company Options and the Purchaser, Warrants shall receive from the Company (from funds provided by Purchaser) for each Share share of Common Stock subject to such stock option Option or warrant Warrant an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Merger Consideration Common Per Share Amount over the per Share share exercise price of such stock option Option or warrant Warrant and (B) the number of shares of Common Stock subject to such Option or Warrant (such amount being hereinafter herein referred to as as, the "Option ConsiderationPrice" or the "Warrant Price"); provided that the Company shall obtain all necessary consents or releases from holders of Options and Warrants to effect the foregoing. Upon receipt of the Option ConsiderationPrice or the Warrant Price, as the case may be, the stock option or warrant respective Options and Warrants shall be canceled. The surrender of any stock option an Option or warrant Warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option Option or warrantWarrant. Prior to As promptly as practicable following the Effective Timeconsummation of the Merger, Parent shall provide the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be with the funds necessary to give effect to the transactions contemplated by satisfy its obligations under this Section 6.8 1.10(a). (except for such action that may require the approval of the Company's stockholders). b) Except as provided herein or as otherwise agreed to by the partiesparties and to the extent permitted by the Option Plans, (i) the Company shall cause the Option Plans shall terminate, effective to terminate as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing provide for the issuance or grant of any other interest in respect payment of the capital stock of the Company or any of its subsidiaries Option Price pursuant to be canceled as of the Effective Time Section 1.10(a) hereof, and (ii) the Company shall use its reasonable efforts take all action necessary to ensure that following the Effective Time no holder of Warrants or Options or any participant in the Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsthereof.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions (a) The Company will constitute an "Event" (as defined in the Plansi) with respect terminate, to the options listed on Section 3.3 of extent permitted by the terms thereof, the Company's 1994 Stock Option Plan, as amended (the "Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure ScheduleOption Plan"), and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At immediately before the Effective Time, without prejudice to the rights of the holders of outstanding Options issued pursuant to the Company Option Plan, (ii) grant no additional Options after the date of this Agreement under the Company Option Plan and (iii) grant no other options, warrants, rights, convertible securities or other agreements or commitments pursuant to which the Company is required to issue any shares of its Capital Stock or any securities convertible into or exchangeable for its Capital Stock. (b) Promptly after Closing, each holder of a then outstanding option vested Option or warrant Warrant to purchase SharesCompany Common Stock heretofore granted, whether or not then exercisableall as more particularly described in the Disclosure Schedule, shallwill, upon consent of each such holder thereof, receive in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive (a) a cash payment from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excessCompany, if any, in an amount (the "Option and Warrant Merger Consideration") equal to the product of (i) the per share Merger Consideration over Due at Closing, minus the per Share share exercise price of such stock option Options or warrant Warrants, multiplied by (ii) the total number of shares of Company Common Stock which the holder of each such amount being hereinafter referred Option or Warrant is entitled to purchase under such Option or Warrant, as provided above (the "Option and Warrant Shares") and a deposit by CompuCom or the CompuCom Subsidiary of the Merger Contingent Consideration for each Option and Warrant Share (the "Option and Warrant Merger Contingent Consideration"). Upon receipt ) to be held in escrow as contingent consideration for distribution to the holders of Options and Warrants of the Option ConsiderationCompany or to be disbursed in whole or in part to the Surviving Corporation in accordance with the provisions of the Escrow Agreement; provided, however, that the stock option or warrant amounts payable pursuant to Options and Warrants shall be canceledreduced by any applicable federal and state withholding Taxes. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration Options and Warrants shall be deemed a release of any surrendered and all rights canceled at the holder had Closing and, upon such surrender and cancellation, will be paid for by the Surviving Corporation on the business day next following the Closing. On or may have had in respect of such stock option or warrant. Prior prior to the Effective TimeClosing, the Company shall use its best efforts obtain from each holder of the Options and Warrants the written consent to obtain the surrender and cancellation of all necessary consents or releases from holders of stock options such holder's Options and warrants Warrants pursuant to this Section 3.6(b) and to shall take all such other lawful action as may be steps necessary to give effect the surrender, cancellation and settlement of Options and Warrants pursuant to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders3.6(b). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect The Company hereby confirms to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, Verio that: (i) the Plans shall terminate, effective as of the Effective Time and all the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Stock Options under all the Company or any of its subsidiaries stock option plans shall carry over and become options to be canceled as of the Effective Time acquire Verio Common Stock; and (ii) the Company's Board of Directors shall not cause such options vesting or exercisability to be accelerated unless and except to the extent that such acceleration is automatic under the terms of the applicable agreement. (b) As of the Effective Time, all options ("Company Stock Options") and warrants to purchase Company Common Stock, and all securities convertible into Company Common Stock, which are outstanding and not expired as of the Effective Time, shall use its reasonable efforts be assumed by Verio and converted into options or warrants to ensure that following purchase, or securities convertible into, such shares of Verio Common Stock as the holder thereof would have received in the Merger had such option, warrant or security been exercised or converted prior to the Effective Time no participant (and had the entire Per Share Price for the Company Common Stock resulting from such exercise or conversion been paid in the Plans or other plansform of Verio Common Stock based upon a Verio Common Stock price of $16.00), programs or arrangements shall have at an aggregate purchase price equal to the aggregate purchase price applicable prior to such conversion; provided, however, that in the case of any right thereunder Company Stock Option to acquire equity securities which Section 421 of the CompanyCode applies by reason of its qualification under Section 422 of the Code, the Surviving Corporation or any subsidiary 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 the exercise price shall be rounded up to the nearest pennx. Xxcept as provided above, the converted stock options, warrants or convertible securities, as the case may be, shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to the stock options, warrants or convertible securities, as the case may be, immediately prior to the Effective Time. (c) No such option, warrant or convertible security shall be converted into a stock option, warrant or convertible security to purchase a partial share of Verio Common Stock. (d) The consummation of the Merger shall not be treated as a termination of employment for purposes of such stock options, warrants or convertible securities. (e) Verio agrees that as soon as reasonably practicable after the Effective Time it will cause to be filed one or more registration statements on Form S-8 under the Securities Act, or amendments to its existing registration statements on Form S-8 or amendments to the Registration Statement, in order to register the shares of Verio Common Stock issuable upon exercise of the aforesaid converted Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsStock Options.

Stock Options and Warrants. Purchaser acknowledges that (a) As soon as practicable after the consummation execution of this Agreement, the Company shall, pursuant to the Company's Amended and Restated 1994 Stock Option Plan (the "1994 Plan"), (i) notify each holder of an outstanding option issued pursuant to the 1994 Plan of the Offer proposed Merger, (ii) provide for the accelerated vesting of each outstanding option so that each such option shall become fully exercisable, (iii) notify each such holder that each option shall, unless exercised by the holder in accordance with its terms, be canceled and terminate on the date which is fifteen (15) days from the date of such notice, and (iv) cause the 1994 Plan to be terminated. As soon as practicable after the execution of this Agreement, the Company shall use commercially reasonable best efforts to cause the exercise or termination of all other Transactions will constitute an "Event" (as defined in then outstanding employee and consultant stock options and all non-employee director stock options, including without limitation, the Plans) with respect incentive stock options and non-qualified stock options issued pursuant to the Company's 1995 Non-employee Director's Stock Option Plan (the "1995 Plan") and all stock options listed on Section 3.3 granted pursuant to resolutions of the Company Disclosure Schedule and Company's Board of Directors outside of any option plan. Notwithstanding the other options specified in Section 3.3 of foregoing, under no circumstances shall the Company Disclosure Schedule, and that be required to offer any incentives or other consideration for the vesting termination of such options shall therefore become accelerated as a result options. (b) Subject to Section 1.8(a) of the Transactionsthis Agreement, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At at the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as then outstanding employee and consultant stock options and non-employee director stock options (collectively the "Company Options") which are outstanding and have not been terminated, exercised or otherwise agreed to by the parties, (i) the Plans shall terminate, effective converted as of the Effective Time shall cease to represent the right to acquire Company Common Shares, and shall, by virtue of the Merger and without any further action on the part of any holder thereof, be converted into and become the right to acquire a number of shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock covered by such Company Option immediately prior to the Effective Time by the Exchange Ratio Fraction (rounded down to the nearest whole number of shares), at an exercise price per share of Parent Common Stock equal to the exercise price in effect under such Company Option immediately prior to the Effective Time divided by the Exchange Ratio Fraction (rounded up to the nearest cent), which option to purchase Parent Common Stock shall contain the same term, vesting schedule and otherwise be on substantially the same terms and conditions as set forth in the assumed Company Option, except that any Company Option qualifying or intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") shall not qualify as an "incentive stock option" under Section 422 of the Code (any such assumed Company Option being herein referred to as an "Assumed Option"). (c) The Company shall use its reasonable efforts take all actions necessary or reasonably requested by Parent to cause ensure that following the provisions in Effective Time no holder of any Company Options or rights pursuant to, nor any participant in, the 1994 Plan, the 1995 Plan or any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or and any of its subsidiaries Subsidiaries will have any right thereunder to be canceled acquire equity securities, or any right to payment in respect of the equity securities, of the Company, any of its Subsidiaries or the Surviving Corporation, except as provided in subsection (b) above. (d) Parent shall take all corporate action necessary (i) to reserve for issuance, and (ii) to register under the Securities Act of 1933 (the "Securities Act") the issuance of, a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Assumed Options in accordance with this Section 1.8. (e) As soon as practicable after the execution of this Agreement, the Company shall use commercially reasonable best efforts to cause the exercise or termination of all then issued and outstanding warrants to acquire shares of Company Common Stock or securities convertible into Common Stock (collectively, the "Company Warrants"). At the Effective Time, each Company Warrant that is outstanding and has not been terminated, exercised or otherwise converted as of the Effective Time and (ii) shall be assumed by Parent; PROVIDED that such Company Warrants shall by their express terms reflect, or shall be amended by the Company and the holder thereof to reflect, the different security and the number of shares of such security covered by such agreement based on the conversion of Company Common Shares into Parent Common Stock. All of the holders of such Company Warrants issued and outstanding as of the date of this Agreement are listed on Section 2.3(b) of the Company Disclosure Schedule attached hereto. The Company shall use its reasonable efforts take all actions necessary or reasonably requested by Parent to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall holder of any Company Warrant will have any right thereunder to acquire equity securities of the Company or any of its Subsidiaries, or any right to payment in respect of the equity securities of the Company, any of its Subsidiaries or the Surviving Corporation Corporation, except as provided in this subsection (e). (f) As soon as practicable after the execution of this Agreement, the Company shall use its commercially reasonable best efforts to cause the holders of warrants or any subsidiary warrant certificates issued pursuant to that Unit Purchase Agreement dated March 28, 1997 (the "1997 Unit Purchase Agreement") to (i) surrender such warrants or warrant certificates (the "1997 Warrants") in exchange for an aggregate of 158,512 Company Common Shares and (ii) agree to terminate the 1997 Unit Purchase Agreement. (g) Parent shall take all corporate action necessary (i) to reserve for issuance, and (ii) to register under the Securities Act, a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsWarrants in accordance with this Section 1.8.

Stock Options and Warrants. Purchaser acknowledges Prior to the mailing of the Information Statement, 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 employee and director stock options to purchase shares of Company Common Stock ("Company Stock Options") granted under the Company's 1994 Incentive Stock Plan (the "Option Plan"), 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 otherwise 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 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 Company Stock Option had been exercisable immediately prior to the Effective Time; provided, that the consummation holder of each such Company Stock Option may make the Offer and election described in Section 2.1(c)(i)(C). Parent agrees to file a registration statement on Form S-8 as soon as reasonably practicable following the other Transactions will constitute an "Event" (Effective Time to register the shares of 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 Plans) with respect Code to the extent that they are qualified as incentive stock options listed on Section 3.3 of immediately prior to the Company Disclosure Schedule Effective Time and to the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. extent permitted under applicable law. (b) At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except the Parent shall issue to the extent otherwise agreed to by the holder holders of shares of the option or warrant, the Company and the Purchaser, receive from the Company Preferred Stock (from funds provided by Purchaserdescribed in Section 2.1 (c)(ii)) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior outstanding immediately prior to the Effective Time, which shares of Company Preferred Stock shall have been converted into shares of Surviving Corporation Preferred Stock in accordance with the Company shall use its best efforts to obtain all necessary consents or releases from holders provisions of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties2.1 hereof, (i) the Plans option to receive, in exchange for such shares of 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) At the Effective Time, the Parent shall terminateissue to the holder of each option to exchange Tiburon Justice Systems, effective Inc. Series A Preferred stock for Company Common Stock, in exchange for such option, the option to receive Consideration for Company Common Stock payable in accordance with Section 2.1(c)(i), for each share of Company Common Stock into which each such option had been exercisable immediately prior to the Effective Time, in exchange for Tiburon Justice Systems, Inc. Series A Preferred Stock as provided in each such option; provided, that the holder of each such option may make the election described in Section 2.1(c)(i)(C). (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 Time 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). (e) Except as specifically provided in this Section 2.6, the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant holder of a Company Stock Option or holder of any option or warrant to purchase Company Common Stock described in the Plans paragraphs (b), (c), or other plans, programs or arrangements (d) above shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and no shares of Company Common Stock shall be purchased pursuant to terminate all the Option Plan. (f) Any shares of Parent Common Stock issuable pursuant to subsections (b), (c) and (d) hereof shall be restricted, unregistered shares and shall bear legends reflecting such plans, programs or arrangementsrestrictions.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansi) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a all issued and outstanding warrants and options to purchase Xxxxx Xxxxx Series A-1 Preferred Stock, Xxxxx Xxxxx Series B-1 Preferred Stock, and Xxxxx Xxxxx Common Stock then outstanding option under White Amber's 2000 Stock Option Plan/Stock Issuance Plan ("WHITE AMBER'S STOCK PLAN") or warrant otherwise shall be cancelled and terminated and shall not be converted into the right to receive any consideration whatsoever in the Merger. (ii) At the Effective Time, all issued and outstanding warrants to purchase SharesXxxxx Xxxxx Series C Preferred Stock, whether vested or not then exercisableunvested, shallshall be assumed by Recruitsoft (each, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option ConsiderationASSUMED WARRANT"). Upon receipt of the Option ConsiderationEach Assumed Warrant so assumed by Recruitsoft under this Agreement shall continue to have, and be subject to, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to same terms and conditions set forth in the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of agreements governing such stock option or warrant. Prior Assumed Warrant immediately prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) such Assumed Warrant shall be exercisable (when vested) for that number of whole shares of Series D Preferred Stock equal to the Plans shall terminate, effective as product of the Effective Time and number of shares of Xxxxx Xxxxx Series C Preferred Stock that were issuable upon exercise of such Assumed Warrants multiplied by the Company shall use its reasonable efforts Exchange Ratio, rounded down to cause the provisions in any other plannearest whole number of shares of Series D Preferred Stock, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company per share exercise price for the shares of Series D Preferred Stock issuable upon exercise of such Assumed Warrant shall use its reasonable efforts be equal to ensure that following the quotient obtained by dividing the exercise price per share of Xxxxx Xxxxx Series C Preferred Stock at which such Assumed Warrant was exercisable immediately prior to the Effective Time no participant in by the Plans or other plansExchange Ratio, programs or arrangements shall have any right thereunder rounded up to acquire equity securities the nearest whole cent. (iii) Within 30 business days after the Effective Time, Recruitsoft will issue to each person who, immediately prior to the Effective Time, was a holder of an Assumed Warrant a document evidencing the Company, the Surviving Corporation or any subsidiary foregoing assumption of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsAssumed Warrant by Recruitsoft.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. 2.3.1 At the Effective Time, each holder of a then outstanding option option, warrant or warrant other right to purchase SharesShares (each, a “Company Stock Option;” and collectively, the “Company Stock Options”) issued pursuant to any plan, other agreement, or arrangement, whether vested or not then exercisableunvested, shallincluding, for the avoidance of doubt, any Company Stock Option with an exercise price per share equal to or greater than the Per Share Cash Equivalent Consideration, shall be assumed by Parent and converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Parent Common Stock in settlement thereofaccordance with the terms of this Section ‎2.3. All plans, except agreements or arrangements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the “Company Plans.” Subject to the extent otherwise agreed to by the holder terms of the relevant Company Stock Option, each Company Stock Option shall be deemed to constitute an option or warrant, as applicable, to acquire, on substantially the same terms and conditions as were applicable under such Company and Stock Option, a number of shares of Parent Common Stock equal to the Purchaser, number of shares of Parent Common Stock (rounded up to the nearest whole share) that the holder of such Company Stock Option would have been entitled to receive from pursuant to the Company (from funds provided by Purchaser) for each Share subject to Merger had such stock holder exercised such option or warrant an amount in cash into full Shares immediately prior to the Effective Time at a price per share of Parent Common Stock (rounded down to the nearest whole cent) equal to (x) the excessformer per share exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option, divided by (y) the Exchange Ratio. 2.3.2 Within seven (7) Business Days after the Effective Time, the Exchange Agent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders’ rights pursuant to the relevant Company Plan and that the agreements evidencing the grants of such Company Stock Options shall continue in effect on the same terms and conditions after giving effect to the Merger) (the “Assumed Options”). Parent shall assume the Company Plans (which following assumption shall be referred to herein as the “Assumed Company Plan”) and file it with the ITA as required by Applicable Law. 2.3.3 Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section ‎2.3. Substantially concurrently with the Closing, Parent shall, if anyno registration statement is then in effect covering such Parent Common Stock, prepare and file a registration statement on Form S-8 (or any successor or applicable form) with respect to the assumption of the Merger Consideration over Company Plan and the per Share exercise price shares of Parent Common Stock subject to any Assumed Options (or any successor or applicable form). If the shares of Parent Common Stock are registered on Form S-8, such registration statement shall be filed within ten (10) Business Days following the Effective Time. Parent shall use all reasonable best efforts to maintain the effectiveness of such stock option registration statement or warrant registration statements (such amount being hereinafter referred to as and maintain the "Option Consideration"). Upon receipt current status of the Option Considerationprospectus or prospectuses contained therein) for so long as such options remain outstanding and will reserve a sufficient number of shares of Parent Common Stock for issuance upon exercise or settlement thereof. If so required, the stock option or warrant Parent shall be canceled. The surrender of any stock option or warrant to cooperate with the Company by taking all action reasonably required in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had order to obtain an ISA Exemption (defined below). 2.3.4 At or may have had in respect of such stock option or warrant. Prior to before the Effective Time, the Company shall use its best efforts shall, to obtain all necessary consents or releases from holders of stock options and warrants and the extent reasonably requested, cause to take all such other lawful action as may be necessary effected, in a manner reasonably satisfactory to Parent, amendments to the Company Plans to give effect to the transactions contemplated by foregoing provisions of this Section 6.8 (except for ‎‎2.3, provided that such action that may require the approval amendment would not adversely impact any of the Company's stockholders). Except as otherwise agreed rights granted to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the optionees under such Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsPlans.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company NTS Board (or, if appropriate, any committee thereof) and the Xxxxxx Board (or, if appropriate, any committee thereof) shall use its best efforts to obtain all necessary consents or releases from holders of stock options adopt appropriate resolutions and warrants and to take all such other lawful action as may be actions necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, provide that: (i) effective as of the Plans date of this Agreement, all outstanding stock options under the Xxxxxx Traffic Systems, Inc. 1999 Incentive Stock Option Plan (the "NTS Stock Option Plan") shall terminate, become fully exercisable and shall remain fully exercisable until immediately prior to the Effective Time; provided that such full exercisability shall be subject to the condition subsequent that the Merger shall have occurred and no payment with respect to options under the NTS Stock Option Plan that have become fully exercisable by virtue of this Agreement shall be accepted by Xxxxxx until immediately prior to the Effective Time and any exercise of such options shall be effective immediately prior to the Effective Time; and (ii) effective as of the Effective Time Time, all the outstanding stock options under the NTS Stock Option Plan which have not been exercised (the "NTS Stock Options") shall be assumed by Xxxxxx and converted automatically into options to purchase Xxxxxx Common Stock ("New Stock Options") in an amount and, if applicable, at an exercise price determined as provided below: (A) The number of shares of Xxxxxx Common Stock to be subject to each New Stock Option shall be equal to the product of (x) the number of shares of NTS Common Stock remaining subject (immediately before the Effective Time) to the original NTS Stock Option and (y) the Exchange Ratio, provided that any fractional shares of Xxxxxx Common Stock resulting from such multiplication shall be eliminated; and (B) The exercise price per share of Xxxxxx Common Stock under each New Stock Option shall be equal to the exercise price per share of NTS Common Stock under the original NTS Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest tenth of a cent and provided, further, that where an individual exercises New Stock Options and the Company aggregate consideration required to exercise such options is not a whole number, the aggregate consideration required to be paid to Xxxxxx by such individual in order to exercise such options shall use its reasonable efforts be rounded up to cause the nearest cent. On and after the Effective Time, each New Stock Option shall be exercisable and shall vest upon, and will otherwise be subject to, the same terms and conditions as were applicable to the related NTS Stock Option immediately prior to the Effective Time, without regard to any acceleration of the exercisability on account of Sections 15 or 16 of the NTS Stock Option Plan and this Agreement (except that with regard to such New Stock Option, any references to NTS shall be deemed, as appropriate, to include Xxxxxx) and each New Stock Option shall be intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or a nonqualified option, whichever was applicable to the related NTS Stock Option. (b) The Board of Directors of NTS shall take all actions necessary to assure that all persons holding outstanding NTS Stock Options shall be notified of the provisions in any other plan, program or arrangement providing for of Section 2.2(a) hereof as soon as practicable after the issuance or grant date of any other interest in respect execution of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and this Agreement. (iic) the Company NTS shall use its reasonable efforts to ensure take all actions so that following the Effective Time no holder of an NTS Stock Option or any participant in the Plans any stock option, stock appreciation, performance unit or other planssimilar plan, programs agreement or arrangements arrangement of NTS shall have any right thereunder to acquire equity securities capital stock of NTS or of the CompanySurviving Corporation. NTS will take all actions so that, as of the Effective Time, neither NTS nor the Surviving Corporation is or will be bound by any NTS Stock Options, or other options, warrants, rights or agreements which entitle any person to own any capital stock of NTS or the Surviving Corporation or to receive any subsidiary payment in respect thereof. (d) Unless at the Effective Time, the New Stock Options are registered pursuant to an effective Xxxxxx registration statement, as soon as practicable following the Effective Time, Xxxxxx shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of Xxxxxx Common Stock equal to the number of shares subject to the New Stock Options. Any such registration statement shall be kept effective (and the current status of the Company initial offering prospectus or prospectuses required thereby shall be maintained) for at least as long as any New Stock Option remains outstanding. (e) Prior to the Surviving Corporation Effective Time, the NTS Board and the Xxxxxx Board shall adopt appropriate resolutions and take all other actions necessary to terminate provide that all unexercised warrants of NTS which are outstanding at the Effective Time shall be assumed by Xxxxxx and converted automatically into warrants to acquire Xxxxxx Common Stock ("New Warrants") in an amount and at an exercise price determined as provided below: (i) The number of shares of Xxxxxx Common Stock to be subject to each New Warrant shall be equal to the product of (x) the number of shares of NTS Common Stock subject to the outstanding NTS warrant and (y) the Exchange Ratio, provided that any fractional share of Xxxxxx Common Stock resulting from such plansmultiplication shall be eliminated; and (ii) The per share exercise price of each New Warrant shall be equal to the exercise price per share of NTS Common Stock under the outstanding NTS warrant divided by the Exchange Ratio, programs provided that such exercise price shall be rounded up to the nearest tenth of a cent. (f) Xxxxxx agrees that it shall take all action necessary, on or arrangementsprior to the Effective Time, to authorize and reserve a number of shares of Xxxxxx Common Stock sufficient for issuance upon exercise of options or warrants as contemplated by this Section 2.2.

Stock Options and Warrants. Purchaser acknowledges that WPZ shall cause each (i) outstanding option, warrant, stock appreciation right, phantom stock award or performance award or similar right to acquire shares (collectively, the consummation of "Employee Options") under WPZ's 1997 Stock Awards Plan (the Offer "1997 Plan") and 1997 NonQualified Stock Option Plan For Non-Employee Directors (the "Directors Plan") and the option agreements between WPZ and certain of its officers, directors, employees and consultants thereunder (collectively, the "Stock Option Plans"), and (ii) any other Transactions will constitute an "Event" option (as defined in the Plans) with respect to including, without limitation, the options referred to on EXHIBIT 6.2), warrant (including without limitation, the warrants listed on Section 3.3 EXHIBIT 6.2) or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of WPZ Common Stock (collectively, the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule"Other Options" and, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously together with the acceptance of Employee Options, the Offer so as "Options") to permit the exercise of any such unvested options and tender of the underlying Shares. At be (a) exercised prior to the Effective Time, or (b) surrendered by the holder or canceled by action of the Board of Directors of WPZ, as of the Effective Time, at which time WPZ will pay to each holder of a then outstanding option or warrant to purchase Shares, such canceled Option (whether or not such Option is then vested or exercisable, shall), in settlement or cancellation thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company an amount (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount applicable withholding tax) in cash equal to determined by multiplying (i) the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant Option, by (ii) the number of Shares such amount holder could have purchased if such holder had exercised such Option in full immediately prior to such time (without giving effect to any antidilutive changes in the number of such Shares arising from the Merger and assuming any unvested Options have vested); it being hereinafter referred to as the "Option Consideration"). Upon receipt understood that, although all Options that are Out of the Option ConsiderationMoney Options will be deemed canceled and forfeited pursuant to this SECTION 4.5, the stock option or warrant shall holder(s) thereof will not be canceled. The surrender of entitled to receive any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrantconsideration therefor. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) WPZ shall obtain the Plans shall terminateconsent, effective as in form and substance satisfactory to Merger Subsidiary, of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect holders of the capital stock Options issued pursuant to the Directors Plan to the cancellation of the Company or any of its subsidiaries to be canceled such Options as of the Effective Time provided in this SECTION 4.5 and (ii) the Company Committee shall use its reasonable efforts take the actions and make the determinations necessary to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangements.cause each outstanding

Stock Options and Warrants. Purchaser acknowledges (a) At the Effective Time, each outstanding option to purchase shares of GEXA Common Stock that the consummation is listed in Section 2.3(a) of the Offer Disclosure Schedule (a “Stock Option”) and the other Transactions will constitute an "Event" (as defined each outstanding warrant to purchase shares of GEXA Common Stock that is listed in the PlansSection 2.3(a) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified (a “Warrant”), in Section 3.3 of the Company Disclosure Scheduleeach case, and that the vesting of such options whether vested or unvested, shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Sharesbe assumed by FPL Group. At the Effective Time, each holder Stock Option and Warrant shall be deemed, without further action on the part of a then outstanding FPL Group or the holders of such Stock Options or Warrants, to constitute an option or warrant warrant, as applicable, to purchase Sharesacquire, whether on the same terms and conditions as were applicable under such Stock Option or not then exercisable, shall, in settlement thereof, Warrant (except to the extent otherwise agreed to by the holder that such terms and conditions may be altered in accordance with their terms as a result of the option transactions contemplated hereby including accelerated vesting of Stock Options and Warrants which shall occur by virtue of consummation of the Merger to the extent required with respect to the Stock Options and Warrants set forth in Section 3.1(c) of the GEXA Disclosure Schedule), shares of FPL Group Common Stock in such amount and at the exercise price provided below: (i) the number of shares of FPL Group Common Stock to be subject to the Stock Option or warrant, Warrant shall be equal to the Company product (rounded to four decimal points) of (x) the number of shares of GEXA Common Stock subject to the Stock Option or Warrant and (y) the Purchaser, receive from Exchange Ratio; (ii) the Company exercise price per share of each Stock Option or Warrant shall be an amount (from funds provided by Purchaserrounded to the nearest $0.01) for each Share equal to (x) the exercise price per share of GEXA Common Stock subject to such stock option Stock Option or warrant an amount Warrant divided by (y) the Exchange Ratio; and (iii) in cash equal to accordance with the excess, if any, terms of the Merger Consideration over Stock Option Agreements under which the per Share Stock Options were issued or the Warrant Agreements under which the Warrants were issued, fractional shares of any assumed Stock Options or Warrants resulting from the adjustments set forth in this Section 2.3(a) shall be eliminated. Notwithstanding the foregoing, in the case of all Stock Options, the exercise price price, the number of shares purchasable pursuant to such Stock Option and the terms and conditions of exercise of such stock option or warrant Stock Option shall be effected in a manner consistent with the requirements of sections 424(a) and (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt h) of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to Code. (b) As soon as practicable after the Effective Time, FPL Group shall deliver to the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options Stock Options and warrants Warrants appropriate notices setting forth such holders’ rights pursuant to the respective Stock Option Agreements and Warrant Agreements and that such Stock Options and Warrants and the related Stock Option Agreements and Warrant Agreements shall be assumed by FPL Group and shall continue in effect on the same terms and conditions (subject to take all such other lawful action as may be necessary to give the adjustments required by this Section 2.3 after giving effect to the Merger). To the extent required by the terms of any Stock Option Agreement or Warrant Agreement, GEXA shall provide in a timely fashion to the holders thereof any notice required as a result of this Agreement or the transactions contemplated by hereby. (c) FPL Group shall take all corporate action necessary to reserve for issuance a sufficient number of shares of FPL Group Common Stock for delivery upon exercise of the Stock Options and Warrants assumed in accordance with this Section 6.8 (except for such action that may require the approval of the Company's stockholders)2.3. Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of No later than the Effective Time Time, FPL Group shall prepare and file a registration statement or registration statements on the Company appropriate form or forms with respect to the shares of FPL Group Common Stock subject to such Stock Options and Warrants (including an amendment to any of FPL Group’s then existing registration statements, including the Registration Statement) and shall use its reasonable best efforts to cause maintain the provisions in any other plan, program effectiveness of such registration statement or arrangement providing for registration statements (and maintain the issuance or grant of any other interest in respect current status of the capital stock of the Company prospectus or any of its subsidiaries prospectuses contained therein) for so long as such options and warrants remain outstanding and cause such shares to be canceled as of listed on NYSE (or such other exchange on which the Effective Time and (iiFPL Group Common Stock is listed) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsupon issuance.

Stock Options and Warrants. Purchaser acknowledges that the (a) Upon consummation of the Offer Merger, all then outstanding Company Stock Options and the other Transactions will constitute an all Company Common Stock subject to a vesting requirement granted to any Company employee or director ("Event" (as defined Restricted Stock") shall be canceled in the Plans) with respect exchange for a cash payment to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option Company Stock Option or warrant Restricted Stock award equal to purchase Shares(i) in the case of Company Stock Options, whether or not then exercisableA times B, shall, in settlement thereof, except to where A equals the extent otherwise agreed to by difference between the holder of the option or warrant, the Company Per Share Merger Consideration and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share share exercise price of such stock option or warrant the holder's Company Stock Option and B equals the number of shares of Company Common Stock subject to the holder's Company Stock Option and (such amount being hereinafter referred to as ii) in the "Option Consideration"). Upon receipt case of Restricted Stock, the number of shares of the Option holder's Restricted Stock times the Per Share Merger Consideration, the stock option or warrant . All applicable Taxes shall be canceled. The surrender withheld from any proceeds payable under this Section 3.6(a). (b) Before the commencement of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective TimeOffer, the Company shall use its best efforts take all actions (including obtaining any and all consents from employees or directors) necessary to obtain all necessary consents implement Section 3.6(a); provided, the Company may not provide additional compensation, benefits or releases from other payments to holders of stock options and warrants and Company Stock Options or Restricted Stock as an inducement to take all such other lawful action as may be necessary to give effect consent to the transactions contemplated by this provisions of Section 6.8 3.6(a). (except for such action that may require the approval of the Company's stockholders). c) Except as provided herein or as otherwise agreed to by the parties, (i) the Company Option Plans shall terminate, effective terminate as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant by the Company or any of its Subsidiaries of any other interest in respect of the capital stock of the Company or any of its subsidiaries to Subsidiaries shall be canceled terminated as of the Effective Time Time, and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no holder of Company Stock Options or Restricted Stock or any participant in the Company Option Plans or any other such plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary Subsidiary thereof. (d) The Company shall take all actions necessary to comply with Section 5.1(1) of the Warrant Agreement, so that upon exercise of the Warrants at any time on or after the Effective Time and payment of the exercise price, the holder thereof shall be entitled to receive, and the Warrants shall thereafter represent the right to receive, in lieu of Company or Common Stock issuable upon such exercise prior to the Surviving Corporation and Effective Time, cash in an amount per share of such Company Common Stock equal to terminate all such plans, programs or arrangementsthe Per Share Merger Consideration.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharesshares of DTN Common Stock and each stock appreciation right with respect to DTN Common Stock outstanding and unexercised as of the Effective Time (a "DTN Option"), whether granted pursuant to DTN's 1999 Stock Incentive Plan, DTN's Stock Option Plan of 1989, or not then exercisableDTN's Non-Employee Directors Stock Option Plan, as each of the same may have been amended from time to time (collectively, the "DTN Stock Plans"), or granted by DTN other than pursuant to the DTN Stock Plans, shall, in settlement thereofat the Effective Time, except to the extent otherwise agreed to by the holder of the option or warrant, the Company be cancelled and the Purchaser, former holder shall have the right to receive from DTN in consideration of such cancellation, payable during the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant ten-day period following the Closing Date, an amount in of cash equal to (i) the excess, if any, of the Merger Consideration applicable to the number of shares of DTN Common Stock subject to such DTN Option, which for this purpose shall be deemed to be fully vested as of the Effective Time, over (ii) the per Share aggregate exercise price of such stock option DTN Option, less any income or warrant employment tax withholding required under the Code or any provision of state or local law. (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to b) At the Effective Time, each of the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action DTN Warrants (as may be necessary to give effect defined in Section 11 11 4.3) outstanding immediately prior to the transactions contemplated by this Effective Time shall be converted into the right to receive an amount of cash, payable in accordance with Section 6.8 (except for such action that may require the approval of the Company's stockholders3.2(b). Except as otherwise agreed , equal to by the parties, (i) the Plans shall terminateexcess, effective as if any, of the Effective Time and Merger Consideration applicable to the Company shall use its reasonable efforts number of shares of DTN Common Stock subject to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and such DTN Warrants over (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities aggregate exercise price of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsDTN Warrants.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) The Company shall cause each outstanding option to purchase shares of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 Company Stock under any employee stock option plan, agreement or arrangement of the Company Disclosure Schedule and the other options specified in Section 3.3 of the (a “Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesStock Option”), whether or not then exercisableexercisable or vested, shall, in settlement thereof, except to be cancelled at the extent otherwise agreed Effective Time and converted into the right to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to cash, if any, determined by multiplying (i) the excess, if any, of the Merger Consideration over the per Share applicable exercise price of such stock option Company Stock Option by (ii) the total number of shares of Company Stock subject to such Company Stock Option (whether or warrant not vested or exercisable); and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay such amount being hereinafter referred promptly after the Effective Time to as the "Option Consideration"holder of each such Company Stock Option. (b) The Company shall use commercially reasonable efforts to cause each outstanding warrant to purchase shares of Company Stock (a “Company Warrant”). Upon receipt , whether or not exercisable, to be canceled at the Effective Time and converted into the right to receive an amount in cash, if any, determined by multiplying (i) the excess, if any, of the Option Consideration, Merger Consideration over the stock option or warrant shall be canceled. The surrender applicable exercise price of any stock option or warrant such Company Warrant by (ii) the number of shares of Company Stock such holder could have purchased had such holder exercised such Company Warrant to the Company in exchange for extent exercisable immediately prior to the Option Consideration Effective Time; and the Surviving Corporation shall be deemed a release of any (and all rights Parent shall cause the Surviving Corporation to) pay such amount promptly after the Effective Time to the holder had or may have had in respect of each such stock option or warrant. Company Warrant. (c) Prior to the Effective Time, the Company (i) shall use its best efforts to obtain all necessary any consents or releases from holders of stock options of, and warrants and to take all such other lawful action as may be made any amendments to, Company Stock Options that are necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time 2.6 and (ii) the Company shall use its commercially reasonable efforts to ensure obtain any consents from holders of, and make any amendments to, Company Warrants that following are necessary to give effect to the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities transactions contemplated by this Section 2.6. The Board of the Company, the Surviving Corporation or any subsidiary Directors of the Company and the Special Committee shall not accelerate the exercisability of any Company Warrant or the Surviving Corporation and to terminate all provide for a cash-out of any Company Warrant which by its terms is not exercisable or entitled to such plans, programs or arrangementsa cash-out.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each option to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to the Company's 1998 Stock Option Plan or other agreement or arrangement, whether vested or unvested, and outstanding as of the Effective Time shall be converted as of the Effective Time into options to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "Company Plans." Each Company Stock) the option price, Option shall be deemed the number of shares to constitute an option purchasable pursuant to acquire a number of to such option and shares of Parent Common the terms and Stock equal to the conditions of number of Common Shares exercise of such that the holder of a then outstanding such option or warrant shall be Company Stock Option adjusted as necessary would have been in order to purchase Sharescomply entitled to receive with Section 424(a) pursuant to the Merger of the Code. had such holder exercised such Company Stock Option, whether or not then exercisable, shallvested, in settlement thereoffull immediately prior to the Effective Time (rounded to the nearest whole share) at a price per share (rounded to the nearest whole cent) equal to (i) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (ii) the product of (A) the number of Shares otherwise purchasable pursuant to such Company Stock Option, except multiplied by (B) the Exchange Ratio; 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 exercise of such option shall be adjusted as necessary in order to comply with Section 424(a) of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plans and that the agreements evidencing the grants of such options shall continue in effect on the same terms and conditions including vesting and exercisability (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and the Company Stock Options and ensure, to the extent otherwise agreed required by and subject to the provisions of such Company Plans, that Company Stock Options that qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time. (c) Parent shall cause a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section 1.11 to be reserved for issuance for as long as such options remain outstanding. Parent shall (i) within ten (10) business days after the Effective Time, if no registration statement is in effect covering such shares of Parent Common Stock, file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to any Company Stock Options held by Persons who are employees within the meaning of Form S-8 and shall use reasonable commercial efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding and (ii) by the holder Effective Time, cause such shares of Parent Common Stock to be approved for listing on the option or warrantNasdaq National Market, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, official notice of the Merger Consideration over the per Share exercise price of such stock option or warrant issuance. (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to d) At the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect warrant to the transactions contemplated purchase Shares issued to Lighthouse Capital Partners II, L.P. by this Section 6.8 the Company (except for such the "Company Warrant") shall, without any action that may require on the approval part of the Company's stockholders). Except as otherwise agreed to by the partiesholder, (i) the Plans shall terminate, effective be converted as of the Effective Time and into a warrant to purchase shares of Parent Common Stock in accordance with the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant terms of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsthis Section 1.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company and its Board of Directors shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to (i) take all such other lawful action as may be actions necessary to give effect the exercise and/or termination of each option to the transactions contemplated by this Section 6.8 purchase Company Stock (except for such action that may require the approval "Company Options"), whether issued under one of the Company's stockholders). Except as otherwise agreed to by the partiesoption plans or otherwise, and (iii) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in each holder of a warrant to purchase Company Stock outstanding at any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries time prior to be canceled as of the Effective Time and (iithe "Company Warrants") to exercise or agree to the termination of the warrant in full prior to the Effective Time. LeukoSite will not assume any Company shall use its reasonable efforts Option or Company Warrant. Notwithstanding the foregoing, any Company Warrant not exercised or terminated prior to ensure that following the Effective Time no participant in (such Company Warrants being referred to herein as the Plans or other plans"Surviving Warrants") will be exercisable on the terms set forth therein and, programs or arrangements shall have any right thereunder upon proper exercise and delivery of such original Surviving Warrant to acquire equity securities LeukoSite for cancellation and the payment of the Companyexercise price of such Surviving Warrant to LeukoSite, shall entitle the holder thereof to receive from LeukoSite the aggregate Merger Consideration to which such holder would have been entitled to if such Surviving Warrant, to the extent exercised, had been so exercised immediately prior to the Effective Time. In the event that any Surviving Warrant expires or terminates without having been exercised in full, LeukoSite shall distribute, in accordance with the provisions of Section 3.6, the Merger Consideration to which the holder of such Surviving Corporation Warrant would have been entitled to prior to such expiration or any subsidiary termination if the unexercised portion of such Surviving Warrant had been exercised in full immediately prior to the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsEffective Time.

Stock Options and Warrants. Purchaser acknowledges that (a) Prior to the consummation Effective 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 1.7. The Company shall use its best efforts to obtain any necessary consents of the Offer holders of Options and Warrants (each as defined below) to effect this Section 1.7. (b) The Company shall take all necessary steps to ensure that each option to acquire shares of capital stock of the Company (“Option”) that has been granted under the Company’s 1992 Stock Option Plan, 1993 Non-Employee Directors Stock Option Plan, 1993 Employee Stock Purchase Plan and the other Transactions 1999 Non-Statutory Stock Option Plan (each, as amended and in effect on the date hereof, the “Option Plans”), or otherwise, and is outstanding as of immediately prior to the Effective Time, and each warrant to purchase Capital Stock, that is outstanding as of immediately prior to the Effective Time (the “Warrants”), will constitute an "Event" (as defined in i) become fully exercisable or “vested” for a period of at least 10 days prior to the PlansEffective Time, contingent upon the occurrence of the Effective Time, with respect to the 1999 Non-Statutory Stock Option Plan and (ii) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure ScheduleOption Plans, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At at the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except Time to the extent otherwise agreed unexercised, automatically shall be cancelled and converted into the right to by receive, upon compliance with the holder provisions noted below, a lump sum cash payment in an amount equal to the product of the option or warrant, the Company and the Purchaser, receive from the Company following: (from funds provided by Purchaseri) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Per Share Merger Consideration payable per Share over the per Share share exercise price of each Share subject to such stock option Option or warrant Warrant, multiplied by (ii) the number of shares of Capital Stock covered by such amount being hereinafter referred Option or Warrant, and in each case less applicable taxes required to be withheld pursuant to Section 1.8(g). (c) If, in accordance with Section 1.7(b)(i), the Per Share Merger Consideration payable per Share is less than the per share exercise price of any Option or Warrant, then any such Option or Warrant shall automatically be cancelled without any consideration as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender Effective Time. (d) As of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval each of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Option Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock securities or rights to acquire securities of the Company shall be terminated and cancelled (without any liability on the part of Eastern or the Surviving Corporation other than as expressly set forth in this Section 1.7). (e) No party to this Agreement shall be liable to any holder of its subsidiaries any Option or Warrant for any cash delivered to be canceled a public official pursuant to and in accordance with any abandoned property, escheat or similar Law. (f) The Company and the Board of 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 cancellations and any rights pursuant to this Section 1.7 and Section 1.8) as are necessary to (i) fully advise holders of Options of their rights under the Effective Time Option Plans or otherwise and the Options in connection with the Merger and the rights of holders of Warrants of their rights under the Warrants in connection with the Merger, and (ii) effectuate the Company provisions of this Section 1.7 and Section 1.8 under the terms of the Option Plans or other Option-related agreements and Warrants. From and after the Effective Time, other than as expressly set forth in this Section 1.7 and Section 1.8, no holder of an Option or Warrant shall use its reasonable efforts have any rights in respect thereof other than to ensure that following receive payment (if any) for the Options or Warrants as set forth in this Section 1.7, and neither Eastern 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 1.7, with respect to the Options or Warrants. (g) Any payment to be made to a holder of any Option or Warrant in accordance with this Section 1.7 and Section 1.8 shall be subject to Eastern’s prior receipt of (i) the Option or Warrant, as the case may be, for cancellation or delivery of an instrument reasonably satisfactory to Eastern 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, Eastern shall direct the Paying Agent to make any such payment in respect of such Option or Warrant. Until surrendered in accordance with the provisions of this Section 1.7, each Option and Warrant shall represent for all purposes after the Effective Time no participant in only the Plans or other plansright to receive the payments, programs or arrangements shall have any right thereunder if any, pursuant to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation this Section 1.7 and to terminate all such plans, programs or arrangementsSection 1.8.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) As of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharesacquire Company Common Stock (collectively, the “Company Options”) granted under the Globix Corporation 2003 Stock Option Plan, the Neon Communications, Inc. 2003 Directors’ Stock Option Plan, as amended, and the Neon Communications, Inc. Stock Incentive Plan, as amended (collectively, the “Company Stock Option Plans”) shall be canceled and extinguished, and the holder thereof, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive, promptly following the Effective Time, from the Surviving Corporation with respect to each share of Company Common Stock issuable under such cancelled Company Option immediately prior to the Effective Time (regardless of whether or not then such Company Options are vested and exercisable), shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount (the “Option Amount”) in cash equal to the excess, if any, of the stated dollar amount of the Common Stock Merger Consideration over the per Share applicable exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt per share of the Option ConsiderationCompany Option, less any withholding taxes as described in Section 1.7(e) and without interest. After the stock option or warrant Effective Time, holders of canceled Company Options shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all have no further rights the holder had or may have had in respect of such stock option or warrantcanceled Company Options except the right to receive the Option Amount provided by this Section 1.6(a) . Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents Board of Directors or releases from holders committee of stock options the Company, as applicable, will adopt such resolutions and warrants and to will take all such other lawful action actions as may be necessary reasonably required to give effect to effectuate the transactions actions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders1.6(a). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in without paying any other plan, program consideration or arrangement providing for the issuance incurring any debts or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary obligations on behalf of the Company or the Surviving Corporation other than the right to receive the Option Amount provided by this Section 1.6(a) . (b) At the Effective Time, all Company Warrants will be automatically exercisable for the Merger Consideration. Upon the surrender of any Company Warrant to the Paying Agent in accordance with Section 1.7(f), the holder of such Company Warrant shall be entitled to receive an amount in cash determined by multiplying (a) the excess, if any, of the stated dollar amount of the Common Stock Merger Consideration over the applicable exercise price of the Company Warrant by (b) the number of shares of Company Common Stock such holder could have purchased had such holder exercised the Company Warrant immediately prior to the Effective Time less any withholding taxes as described in Section 1.7(e) and to terminate all such plans, programs or arrangementswithout interest.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested All options and tender of warrants to acquire Company Common Stock (individually, a "Company Option" and collectively, the underlying Shares"Company Options") outstanding at the Effective Time under the Company's 1992 Incentive Stock Option Plan, the Company's 1992 Non-Employee Directors Stock Option Plan, the Company's 1992 Consultant Stock Option Plan or otherwise (the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharessuch Company Options, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, virtue of the Merger Consideration over and without any further action on the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary part of the Company or the Surviving Corporation holder of such Company Options, shall be assumed by ADS in such manner that ADS (a) is a corporation (or a parent or a subsidiary corporation of such corporation) "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code; or (b) to the extent that Section 424 of the Code does not apply to any such Company Options, would be such a corporation (or a parent or a subsidiary corporation of such corporation) were Section 424 applicable to such option. Each Company Option assumed by ADS shall be exercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (x) the unexercised portion of each such Company Option shall be exercisable for that whole number of shares of ADS Common Stock (rounded down to terminate the nearest whole share) equal to the number of shares of Company Common Stock subject to the unexercised portion of such Company Option multiplied by the Exchange Ratio; and (y) the option exercise price per share of ADS Common Stock shall be an amount equal to the option exercise price per share of Company Common Stock subject to such Company Option in effect at the Effective Time divided by the Exchange Ratio (the option price per share, as so determined, being rounded up to the nearest full cent). No payment shall be made for fractional interests. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all of the other terms of the Company Options shall otherwise remain unchanged unless modified by or as a result of the transaction contemplated by this Agreement (including, without limitation, to the extent that all outstanding Company Options shall become vested and exercisable at the Effective Time). As soon as practicable after the Effective Time, ADS shall deliver to the holders of Company Options appropriate notices setting forth such plansholders' rights pursuant to such Company Options, programs or arrangementsas amended by this Section 1.7 as well as notice of ADS's assumption of the Company's obligations with respect thereto (which occurs by virtue of this Agreement). ADS shall take all corporate actions necessary to reserve for issuance such number of shares of ADS Common Stock as will be necessary to satisfy exercises in full of all Company Options after the Effective Time.

Stock Options and Warrants. Purchaser acknowledges that the consummation (a) As of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Sharesacquire Company Common Stock (collectively, the “Company Options”) granted under the Globix Corporation 2003 Stock Option Plan, the Neon Communications, Inc. 2003 Directors’ Stock Option Plan, as amended, and the Neon Communications, Inc. Stock Incentive Plan, as amended (collectively, the “Company Stock Option Plans”) shall be canceled and extinguished, and the holder thereof, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive, promptly following the Effective Time, from the Surviving Corporation with respect to each share of Company Common Stock issuable under such cancelled Company Option immediately prior to the Effective Time (regardless of whether or not then such Company Options are vested and exercisable), shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount (the “Option Amount”) in cash equal to the excess, if any, of the stated dollar amount of the Common Stock Merger Consideration over the per Share applicable exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt per share of the Option ConsiderationCompany Option, less any withholding taxes as described in Section 1.7(e) and without interest. After the stock option or warrant Effective Time, holders of canceled Company Options shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all have no further rights the holder had or may have had in respect of such stock option or warrantcanceled Company Options except the right to receive the Option Amount provided by this Section 1.6(a). Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents Board of Directors or releases from holders committee of stock options the Company, as applicable, will adopt such resolutions and warrants and to will take all such other lawful action actions as may be necessary reasonably required to give effect to effectuate the transactions actions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders1.6(a). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in without paying any other plan, program consideration or arrangement providing for the issuance incurring any debts or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary obligations on behalf of the Company or the Surviving Corporation other than the right to receive the Option Amount provided by this Section 1.6(a). (b) At the Effective Time, all Company Warrants will be automatically exercisable for the Merger Consideration. Upon the surrender of any Company Warrant to the Paying Agent in accordance with Section 1.7(f), the holder of such Company Warrant shall be entitled to receive an amount in cash determined by multiplying (a) the excess, if any, of the stated dollar amount of the Common Stock Merger Consideration over the applicable exercise price of the Company Warrant by (b) the number of shares of Company Common Stock such holder could have purchased had such holder exercised the Company Warrant immediately prior to the Effective Time less any withholding taxes as described in Section 1.7(e) and to terminate all such plans, programs or arrangementswithout interest.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant granted by the Company to purchase Sharesshares of Company Common Stock (each a “Company Option”) pursuant to any stock option plan, whether program or not then exercisablearrangement of the Company, shallincluding, in settlement thereofwithout limitation, except the Company’s 1996 Employee Stock Option Plan (as amended) and 1996 Stock Plan for Non-Employee Directors (collectively, the “Company Option Plans”), that is outstanding and unexercised immediately prior to the extent otherwise agreed Effective Time shall cease to by represent a right to acquire shares of Company Common Stock and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Company Option (hereinafter, “Assumed Option”) subject to the holder terms of the option or warrant, the applicable Company Option Plan and the Purchaseragreement evidencing the grant thereunder of such Assumed Option (other than the provisions thereof providing for termination of such Assumed Option at the Effective Time); provided, receive from however, that (i) the Company (from funds provided by Purchaser) for each Share subject to number of shares of Parent Common Stock purchasable upon exercise of such stock option or warrant an amount in cash Assumed Option shall be equal to the excessnumber of shares of Company Common Stock that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounded to the nearest whole share, (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio, and rounding to the nearest whole cent and (iii) such Assumed Option shall not terminate if anythe holder ceases to be a director, officer, employee or consultant of the Merger Consideration over Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries), unless the per Share exercise price applicable Company Option was issued after December 8, 2004, in which case such Assumed Option shall terminate (A) immediately upon the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries) terminating its employment or retention of such stock option holder for “Cause” (as defined in the applicable Company Option Plan) or warrant (such amount being hereinafter referred B) otherwise, 60 days after the holder ceases to as be a director, officer, employee or consultant of the "Option Consideration"Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). Upon receipt In the case of any Assumed Option that is an “incentive stock option” (as defined in Section 422 of the Option ConsiderationCode), the stock exercise price, the number of shares of Parent Common Stock purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such option or warrant shall be canceled. The surrender of any stock option or warrant determined in order to comply, to the Company in exchange for fullest extent possible, with Section 424(a) of the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrantCode. Prior to the Effective Time, Parent shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or other appropriate form) registering all the shares of Parent Common Stock subject to the Assumed Options, and such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Assumed Option remains outstanding. (b) If the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect Warrant is not exercised prior to the transactions contemplated by this Section 6.8 (except for such action that may require Effective Time, Parent shall assume the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of Company Warrant in accordance with its terms at the Effective Time and by executing a supplemental agreement with the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock holder of the Company or any of its subsidiaries to be canceled as of Warrant in accordance with the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary terms of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsWarrant.

Stock Options and Warrants. Purchaser acknowledges that The Company agrees to use its best efforts, including without limitation additional actions by its Board of Directors or the consummation committee thereof which administers the Company Stock Option Plan, to cause to be made such clarifications, modifications, amendments or supplements to the Company Stock Option Plan and to the agreements evidencing outstanding Company Stock Options to give effect to the following desires and intentions of the Offer parties with respect to Company Stock Options which remain outstanding immediately prior to the Effective Time: (a) Company Stock Options held by persons who are officers or employees of the Company at the Effective Time shall become options to purchase, for the same aggregate consideration payable to exercise such Options, the number of shares of Conseco Common Stock which the holder would have been entitled to receive at the Effective Time if such Options had been exercised for Shares prior to the Effective Time; (b) Company Stock Options held by persons who are not currently officers or employees of the Company shall be required to be exercised prior to the Effective Time or forfeited; (c) Company Stock Options held by the officers of the Company identified in Paragraph 4 of Section 2.5 to the Disclosure Schedule shall be amended as described in such Paragraph, subject to subsection (e) below; (d) Company Stock Options held by officers of the Company covered by Paragraph 5 of Section 2.5 to the Disclosure Schedule shall be amended as described in such Paragraph, subject to subsection (e) below; (e) Company Stock Options held by an officer or employee of the Company shall expire and be forfeited if not exercised within three (3) months after the date such person ceases to be an officer or employee of the Company, the Surviving Corporation, Conseco, or any other Transactions will constitute subsidiary of Conseco; (f) Company Stock Options held by an "Event" officer subject to Section 16 of the Exchange Act who would incur liability under Section 16(b), if such Options were to be exercised on the date on which such options would otherwise expire under subsections (b), (c), (d) or (e) above, shall otherwise remain exercisable for five (5) business days from the date after which no such liability would be incurred; and (g) Conseco shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Conseco Common Stock for delivery upon exercise of the Company Stock Options assumed in accordance with this Section 5.3. As soon as defined in practicable after the PlansEffective Time, Conseco shall file a registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the options listed on Section 3.3 shares of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share Conseco Common Stock subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any Stock Options and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents maintain the effectiveness of such registration statement or releases from holders registration statements (and maintain the current status of stock options and warrants and to take all such other lawful action the prospectus or prospectuses contained therein) for so long as may be Company Stock Options remain outstanding. If necessary to give effect effectuate the foregoing provisions regarding Company Stock Options, the parties agree to enter into an appropriate amendment to this Merger Agreement to provide that LPG Acquisition shall be the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of Surviving Corporation at the Effective Time rather than the Company. The parties agree that after the date hereof, except for the Company Stock Options outstanding on the date hereof and the Company shall use its reasonable efforts to cause changes thereto, as described in the provisions in any Disclosure Schedule, no options, warrants or other plan, program or arrangement providing for the issuance or grant rights of any other interest in respect of the kind to purchase capital stock of the Company shall be granted or any of its subsidiaries to be canceled as of the Effective Time and (ii) made, under the Company shall use its reasonable efforts to ensure that following the Effective Time Stock Plan or otherwise, and no participant in the Plans amendment, repricing or other planschange to the outstanding Company Stock Options shall be made, programs without the prior written consent of Conseco, and any such grant, issuance, amendment, repricing or arrangements other change without Conseco's consent shall have any right thereunder to acquire equity securities of the Companybe null, void and unenforceable against the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsConseco.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesCompany Stock Option under the Company Stock Plans, whether vested or not then exercisableunvested, shall, in settlement accordance with the terms of such Company Stock Option and such Company Stock Plan, by virtue of the Merger and without any action on the part of the holder thereof, except become and represent an option to acquire, on the extent otherwise agreed to by same terms and conditions as were applicable under such Company Stock Option, the same number of shares of Surviving Company Common Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrantin full immediately prior to the Effective Time (rounded downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (i) the aggregate exercise price for shares of Company Common Stock purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (ii) the number of full shares of Surviving Company Common Stock deemed purchasable pursuant to such Company Stock Option in accordance with the foregoing. (b) As soon as practicable after the Effective Time, the Surviving Company shall deliver to the participants in Company Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the Purchaser, receive from grants pursuant to Company Stock Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 7.5 after giving effect to the Merger). (c) Curis shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Surviving Company Common Stock for delivery under the Company Stock Plans assumed in accordance with this Section 7.5. As soon as practicable after the Effective Time, and in any event within 30 days thereafter, the Surviving Company shall file one or more registration statements on Form S-8 (from funds provided by Purchaseror any successor or other appropriate forms) for each Share with respect to the shares of Surviving Company Common Stock subject to such stock option options and shall use its commercially reasonable best efforts to maintain the effectiveness of such registration statement or warrant an amount in cash equal registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) The Board of Directors of each Company (or Board committee administering such plans) shall have approved, prior to the excessdate of this Agreement, and shall take, prior to or as of the Effective Time, all necessary actions, if any, pursuant to and in accordance with the terms of the Company Stock Plans and the instruments evidencing the Company Stock Options, to provide for the conversion of the Company Stock Options into options to acquire Surviving Company Common Stock in accordance with this Section 7.5, and to provide that no consent of the holders of the Company Stock Options is required in connection with such conversion. (e) At the Effective Time, each outstanding Company Warrant (other than any Company Warrant that by its terms otherwise expires by virtue of the Merger) shall, in accordance with the terms of such Company Warrant, by virtue of the Merger Consideration over and without any action on the part of the holder thereof, become and represent a warrant to acquire, on the same terms and conditions as were applicable under such Company Warrant, the same number of shares of Surviving Company Common Stock as the holder of such Company Warrant would have been entitled to receive pursuant to the Merger (including with respect to the treatment of fractional shares) had such holder exercised such Company Warrant in full immediately prior to the Effective Time, at a price per Share share (rounded upward to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such stock option Company Warrant immediately prior to the Effective Time divided by (ii) the number of full shares of Surviving Company Common Stock deemed purchasable pursuant to such Company Warrant in accordance with the foregoing. (f) The Board of Directors of each Company shall have approved, prior to the date of this Agreement, and shall take, prior to or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option ConsiderationEffective Time, all necessary actions, pursuant to and in accordance with the stock option or warrant shall be canceled. The surrender terms of the Company Warrants, to provide for the conversion of the Company Warrants into warrants to acquire Surviving Company Common Stock in accordance with this Section 7.5, and to provide that no consent of the holders of any stock option or warrant to the Company Warrant is required in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of connection with such stock option or warrant. Prior conversion. (g) Immediately prior to the Effective Time, the Company Subordinated Note of Ontogeny payable to Xxxxxx Holdings Limited (the "Ontogeny Convertible Note") shall use its best efforts in accordance with the terms of the Ontogeny Convertible Note and the Common Stock Purchase Agreement pursuant to obtain all necessary consents or releases from holders which such Ontogeny Convertible Note was issued, by virtue of stock options the Merger and warrants without any action on the part of the holder thereof, become and to take all such other lawful action as may be necessary to give effect represent (and Ontogeny will issue to the transactions contemplated by this Section 6.8 (except for holder of such action that may require the approval note) an aggregate of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as 819,673 shares of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsOntogeny Common Stock.

Stock Options and Warrants. Purchaser acknowledges that (a) At the consummation Effective Time, each option granted by the Company to purchase shares of Company Common Stock (each a "Company Option") pursuant to any stock option plan, program or arrangement of the Offer Company, including, without limitation, the Company's 1996 Employee Stock Option Plan (as amended) and 1996 Stock Plan for Non-Employee Directors (collectively, the "Company Option Plans"), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Company Option (hereinafter, "Assumed Option") subject to the terms of the applicable Company Option Plan and the agreement evidencing the grant thereunder of such Assumed Option (other Transactions will constitute an than the provisions thereof providing for termination of such Assumed Option at the Effective Time); provided, however, that (i) the number of shares of Parent Common Stock purchasable upon exercise of such Assumed Option shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounded to the nearest whole share, (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio, and rounding to the nearest whole cent and (iii) such Assumed Option shall not terminate if the holder ceases to be a director, officer, employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries), unless the applicable Company Option was issued after December 8, 2004, in which case such Assumed Option shall terminate (A) immediately upon the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries) terminating its employment or retention of such holder for "EventCause" (as defined in the Plansapplicable Company Option Plan) with respect or (B) otherwise, 60 days after the holder ceases to be a director, officer, employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). In the case of any Assumed Option that is an "incentive stock option" (as defined in Section 422 of the Code), the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such option shall be determined in order to comply, to the options listed on fullest extent possible, with Section 3.3 424(a) of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrantCode. Prior to the Effective Time, Parent shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 (or other appropriate form) registering all the shares of Parent Common Stock subject to the Assumed Options, and such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Assumed Option remains outstanding. (b) If the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect Warrant is not exercised prior to the transactions contemplated by this Section 6.8 (except for such action that may require Effective Time, Parent shall assume the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of Company Warrant in accordance with its terms at the Effective Time and by executing a supplemental agreement with the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock holder of the Company or any of its subsidiaries to be canceled as of Warrant in accordance with the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary terms of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsWarrant.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect Systinet shall use its commercially reasonable efforts to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, obtain from each holder of a then outstanding option or warrant to purchase Sharesshares of Systinet Common Stock (the “Systinet Options”) granted under the Systinet Option Plan (as defined in Section 2.2) that is then exercisable and vested (including those that become exercisable and vested as a result of the consummation of the Merger) an agreement, whether or not then exercisableto be effective upon consummation of the Merger, shall, in settlement thereof, except to cancel such Systinet Option to the extent otherwise agreed it is then exercisable and vested (including those that become exercisable and vested as a result of the consummation of the Merger) in consideration of payment to by the such holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash in respect thereof equal to the product of (i) the excess, if any, of the Merger Consideration Common Price Per Share over the per Share share exercise price thereof and (ii) the number of such stock option or warrant then exercisable and vested (including those that become exercisable and vested as a result of the consummation of the Merger) shares of Systinet Common Stock subject thereto (such amount being hereinafter payment to be net of applicable withholding taxes). The Systinet Options subject to the agreements described in the preceding sentence shall be referred to as the "Option Consideration"). “Cash Out Options.” (b) Upon receipt consummation of the Merger, each then outstanding Systinet Option Consideration, granted under the stock option or warrant Systinet Stock Plan that is not a Cash Out Option shall be canceled. The surrender of any stock option or warrant to the Company assumed by Mercury in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this accordance with Section 6.8 4.9 hereof. (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (ic) the Plans shall terminate, effective as of the Effective Time and the Company Systinet shall use its reasonable efforts to cause obtain from each holder of a then outstanding warrant issued by Systinet (the provisions “Systinet Warrants”) an agreement, to be effective upon consummation of the Merger, to cancel such Systinet Warrant in any other plan, program or arrangement providing for the issuance or grant consideration of any other interest payment to such holder of an amount in cash in respect thereof equal to the product of (i) the excess, if any, of the capital stock of Common Price Per Share over the Company or any of its subsidiaries to be canceled as of the Effective Time per share exercise price thereof and (ii) the Company shall use its reasonable efforts number of shares of Systinet Common Stock subject thereto (such payment to ensure that following be net of applicable withholding taxes). The Systinet Warrants subject to the Effective Time no participant agreement described in the Plans or other plans, programs or arrangements preceding sentence shall have any right thereunder be referred to acquire equity securities as the “Cash Out Warrants.” (d) Payment of the Companyconsideration for each Cash Out Option and Cash Out Warrant shall be made as follows: (i) At the Closing, a portion of such consideration (before any required tax withholding) equal to the product obtained by multiplying (x) such consideration by (y) a fraction, the Surviving Corporation or any subsidiary numerator of which shall be the amount of the Company or Escrow Fund and the Surviving Corporation denominator of which shall be the Merger Consideration shall be included in the Escrow Fund delivered by Mercury to the Escrow Agent as contemplated by Section 1.4(d)(x); and (ii) Within 10 business days after Closing, Mercury shall deliver to the holder of such Cash Out Option and to terminate all Cash Out Warrant the remainder of such plans, programs or arrangementsconsideration.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then then-outstanding option or warrant to purchase SharesCommon Shares (collectively, the "Options") granted under the Xxxxxxx Information Systems, Inc. Amended and Restated 1986 Incentive and Nonqualified Stock Option Plan, the Cayenne Software, Inc. Amended 1996 Incentive and Nonqualified Stock Option Plan, the Cayenne Software, Inc. 1998 Nonqualified Stock Option Plan, the Cadre Technologies, Inc. 1988 Incentive and Non-Statutory Stock Option Plan, the Cadre Technologies, Inc. 1989 Non-Statutory Stock Option Plan and the Stock Option Agreements, dated December 29, 1997, between Company and each of Xxxxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxx (collectively, the "Stock Option Plans"), whether or not then exercisableexercisable or fully vested, shallshall be assumed by Parent and shall constitute an option (a "Substitute Option") to acquire, in settlement thereofon substantially the same terms and subject to substantially the same conditions as were applicable under such Option, except including without limitation term, vesting, exercisability, status as an "incentive stock option" under Section 422 of the Code (if applicable) or as an employee stock purchase plan option under Section 423 of the Code (if applicable), and termination provisions, the number of shares of common stock, par value $0.10 per share ("Parent Common Stock"), of Parent, rounded down to the extent otherwise agreed to by nearest whole share (it being understood that the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excessportion, if any, of the Merger Consideration over the per Share exercise price an Option that would otherwise have resulted in a Substitute Option being exercisable to purchase a fractional share of Parent Common Stock shall be extinguished as a result of such stock option or warrant (rounding), determined by multiplying the number of Common Shares subject to such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior immediately prior to the Effective TimeTime by the Conversion Factor, at an exercise price per share of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of Common Shares 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 or as an employee stock purchase plan option under Section 423 of the Code, the conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code. (b) Company shall use its best efforts to obtain all necessary waivers, consents or releases from holders of stock options Options granted under the Stock Option Plans and warrants and to take all any such other lawful action as may be reasonably necessary to give effect to the transactions contemplated by this Section 6.8 2.2(a). (except c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Substitute Options pursuant to the terms set forth in Section 2.2(a). At such time (if any) as such action that may require be required under the approval Securities Act (as hereinafter defined), Parent will cause the shares of the Company's stockholders). Except as otherwise agreed Parent Common Stock subject to all then-outstanding Substitute Options to be covered by the parties, an effective registration statement on Form S-8 (ior any successor form) the Plans shall terminate, effective as of the Effective Time or another appropriate form and the Company Parent shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as such Substitute Options remain outstanding. In addition, at such time (if any) as such action may be required under the rules and policies of the NYSE (as hereinafter 4 defined) or any other exchange upon which shares of Parent Common Stock may be listed, Parent shall use all reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant shares of any other interest in respect of the capital stock of the Company or any of its subsidiaries Parent Common Stock subject to all then-outstanding Substitute Options to be canceled listed on the NYSE or such other exchange, as of the case may be. (d) At the Effective Time Time, each then-outstanding warrant to purchase Common Shares (collectively, the "Warrants") issued under or evidenced by the Warrant Agreement, dated December 20, 1996, between Company and Silicon Valley Bank, the Convertible Preferred Stock Purchase Agreement, dated January 2, 1997, between Company and Southbrook International Investments, Ltd. (ii"Southbrook"), the Convertible Preferred Stock Purchase Agreement, dated July 18, 1997, between Company and Southbrook, the Convertible Preferred Stock Purchase Agreement, dated August 28, 1997, between Company, the Preferred Stockholders and certain other persons named therein, the Warrant Certificate, dated November 1995, executed by Cadre Technologies, Inc. ("Cadre Technologies") in favor of First Portland Corporation (dba First Portland Leasing Corp.), the Share Purchase Agreement, dated April 13, 1995, between Cadre Technologies and Stichting Administratiekantoor Cadmount, and the Warrant Certificate, dated January 1997, executed by Company in favor of Xxxx de Vleeschauver (collectively, the "Warrant Documents") shall be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (e) Company shall use its reasonable best efforts to ensure that following obtain all necessary waivers, consents or releases from holders of Warrants issued under or evidenced by the Effective Time no participant in Warrant Documents and take such other action as may be reasonably necessary to give effect to the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementstransactions contemplated by Section 2.2(d).

Stock Options and Warrants. Purchaser acknowledges that Prior to the consummation mailing of the Offer Proxy Statement, the Board of Directors of Parent and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 Board of Directors of the Company Disclosure Schedule shall adopt such resolutions or take such other actions as may be required to effect the following: (a) All outstanding employee and director stock options to purchase shares of Company Common Stock ("COMPANY STOCK OPTIONS") granted under the other options specified in Section 3.3 of Company's 1994 Incentive Stock Plan (the Company Disclosure Schedule, and that "OPTION PLAN") shall be cancelled prior to the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. Effective Time. (b) At the Effective Time, each the Parent shall issue to the holder or holders of a then outstanding option or warrant warrants to purchase Shares, whether or not then exercisable, shallCompany Common Stock outstanding as of the Effective Date, in settlement thereofexchange for such warrants to purchase Company Common Stock (the "COMPANY WARRANTS"), except the following: (A) that number of warrants which have terms and conditions described in Exhibit G (the "PARENT WARRANTS") which will entitle the holder to receive, upon the exercise thereof and the payment of the pro rata portion of the exercise price of the Company Warrants attributable to the extent otherwise agreed to by the holder Parent Warrants, that number of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash Shares of Parent Common Stock equal to the excess, if any, product of (x) the number of shares of Company Common Stock which the holder would have received upon the exercise of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior Warrants immediately prior to the Effective TimeTime times (y) the Exchange Ratio times (z) the Stock Percentage; and (B) immediately available funds in an amount equal to the product of (w) the number of shares of Company Common Stock which the holder would have received upon the exercise of the Company Warrants immediately prior to the Effective Time times (x) the Consideration for Company Common Stock times (y) the Cash Percentage, less that portion of the exercise price attributable to the immediately available funds. For the purpose of attributing the exercise price for the Company Warrants respectively to the Parent Warrants and to the immediately available funds to be issued to a holder of Company Warrants hereunder, an amount equal to the aggregate exercise price for the Company Warrants times the Stock Percentage shall be attributable to the Parent Warrants, and the balance shall be attributable to the immediately available funds. (c) Except as specifically provided in this Section 2.6, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant holder of a Company Stock Option or holder of any option or warrant to purchase Company Common Stock described in the Plans paragraph (a) or other plans, programs or arrangements (b) above shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and no shares of Company Common Stock shall be purchased pursuant to terminate the Option Plan. (d) Parent shall use its best efforts to effect the registration of all shares of Parent Common Stock issuable pursuant to Section 2.1(c)(ii) and subsection (b) hereof with the Securities and Exchange Commission under the Securities Act, and pursuant to the exercise of such plansbest efforts Parent shall seek to effect such registration in the same S-4 Registration Statement used to register the shares of Parent Common Stock to be issued to holders of the Company Common Stock in the Merger, programs or arrangementsa companion S-3 Registration Statement filed at the same time as such S-4, provided however, that during such period of time, if any, that registration is not available notwithstanding the Parent's use of best efforts, such shares shall be restricted, unregistered shares and shall bear legends reflecting such restrictions. SECTION 5. Subsection 2.7(b) of the Merger Agreement is deleted in its entirety and a new Subsection 2.7(b) is adopted in lieu thereof, as follows:

Stock Options and Warrants. Purchaser acknowledges that With respect to all outstanding options or warrants (referred to collectively as the consummation of the Offer "Options" and the other Transactions will constitute individually as an "Event" (as defined Option") to purchase or to acquire Company Common Stock, a summary of which is included in the Plans) with respect to the options listed on Section 3.3 4.4 of the Company Disclosure Schedule and the other options specified (as defined in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions4.2(a) hereof) (except for any vested or unvested Options held by Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxx, which Purchaser acknowledges shall occur simultaneously with be canceled prior to the acceptance expiration date of the Offer so as without payment therefor (except for any payments to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Timebe made pursuant to their respective employment agreements)), each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to an Option which is surrendered by the holder of the option or warrant, the Company and the Purchaser, for cancellation shall be entitled to receive from the Company (from funds provided by Purchaser) Company, immediately prior to and conditioned upon the closing of the Offer, for each Share subject to such stock option or warrant share of Company Common Stock purchasable under each Option, an amount in cash in full cancellation of such Option equal to the excess, if any, excess of the Merger Consideration Cash Price over the per Share share exercise price of such stock option Option (or warrant (such greater amount as Merger Sub shall agree in writing), as such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall may be canceledreduced by any required withholding in accordance with applicable tax laws. The surrender of any stock option or warrant Company agrees to the Company in exchange for the Option Consideration shall be deemed a release of any and use all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best commercially reasonable efforts to obtain prior to the expiration date of the Offer written agreements of all necessary consents or releases from holders of stock options and warrants and Options legally binding such holders to take all cancellation of such other lawful action as may be necessary to give effect to Options consistent with the transactions contemplated by this Section 6.8 (except for such action that may require the approval foregoing. The Company's Board of Directors will adopt a resolution terminating the Company's stockholdersStock Incentive Plan, the Directors' Stock Compensation Plan, the 1988 Equity Appreciation Plan and the Employee Stock Purchase Plan (the "ESPP") (collectively, the "Plans"). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time Date; provided, however, that with respect to the ESPP, the parties agree as follows: (i) the Company's Board of Directors shall adopt a resolution providing that participating employees may not make additional contributions under the ESPP for any period after April 23, 1999 and the participating employees shall be entitled to purchase Company shall use its reasonable efforts to cause Common Stock under the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled ESPP as of the Effective Time closing of the Offer only with respect to contributions made through April 23, 1999, (ii) each participating employee in the ESPP shall be entitled to receive from the Company, immediately prior to and conditioned upon the closing of the Offer, the Cash Price for each share of Company Common Stock such employee is entitled to purchase under the ESPP in full settlement of such employees' rights and benefits under the ESPP and (iii) the actions set forth in subsections (i) and (ii) the Company above shall use its reasonable efforts not be deemed to ensure that following the Effective Time no participant in the Plans be a violation or breach of any other plans, programs or arrangements shall have any right thereunder to acquire equity securities provisions of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsthis Agreement.

Stock Options and Warrants. Purchaser acknowledges that (a) Prior to the consummation Effective Time, each outstanding option to purchase Company Shares (a “Company Stock Option”) granted under the Company’s plans identified in Section 4.14 of the Offer and the other Transactions will constitute an "Event" 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 Shares may be issued (collectively, the “Company Stock Option Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares”), whether vested or not then exercisablevested, shall, shall be surrendered and cancelled in settlement thereof, except exchange for a right to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excessamount, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred provided pursuant to as the "Option Consideration"Section 2.2(e). Upon receipt of the Option Consideration, the stock option or warrant shall be canceledabove. The surrender of any stock option or warrant to Merger will further terminate the Company in exchange for the Stock Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrantPlans. Prior In addition, prior to the Effective Time, the Company shall use its best efforts will adopt such resolutions and make any amendments to obtain all necessary consents the terms of such stock option or releases from holders of stock options and warrants and to take all such other lawful action as may be compensation plans, arrangements or agreements that are necessary to give effect to the transactions contemplated by this Section 6.8 2.4. (b) Each Warrant that remains outstanding following the Effective Time shall continue to have, and be subject to, the same terms and conditions set forth in the documents governing such Warrant immediately prior to the Effective Time, except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) such Warrant will be exercisable for that number of whole shares of Parent Common Stock as is equal to the Plans shall terminate, effective as product of (x) the Effective Time and number of Company Shares that were purchasable under the Company shall use its reasonable efforts Warrant immediately prior to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (y) the Exchange Ratio (rounded to the nearest whole number of shares of Parent Common Stock), (ii) the Company shall use its reasonable efforts per share exercise price for Parent Common Stock issuable upon exercise of such Warrant will be equal to ensure that following the quotient obtained by dividing the aggregate exercise price of such Warrant immediately prior to the Effective Time no participant by the number of shares of Parent Common Stock for which such Warrant shall be exercisable as determined in accordance with the Plans or other planspreceding clause (i), programs or arrangements rounded to the nearest whole cent, and (iii) upon exercise for whole shares of 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 Shares that would have any right thereunder been purchasable in accordance with the preceding clauses (i) and (ii) prior to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsEffective Time.

Stock Options and Warrants. Purchaser acknowledges that (a) In accordance with the consummation terms of the Offer Company’s 2000 Stock Incentive Plan (the “2000 PLAN”) and the other Transactions will constitute Company’s 2001 Stock Incentive Plan (the “2001 PLAN” and, together with the 2000 Plan, the “COMPANY STOCK PLANS”) and the related option agreements, each outstanding stock option (each, an "Event" “OPTION”) granted under the Company Stock Plans with an exercise price equal to or less than $4.66 (as defined the “IN-THE-MONEY OPTIONS”) shall accelerate and be exercisable in the Plans) with respect full immediately prior to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying SharesEffective Time. At the Effective Time, each holder of a then outstanding option or warrant an In-The-Money Option that has not been exercised prior to purchase Shares, whether or not then exercisable, shallthe Effective Time shall be entitled to receive, in settlement thereof, except to the extent otherwise agreed to by the holder respect of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to all In-The-Money Options then held by such stock option or warrant an amount in cash holder, a number of shares of Parent Common Stock equal to the excess, if any, remainder of (i) (A) the Merger Consideration over Share Exchange Ratio multiplied by (B) the per Share aggregate number of Shares underlying all In-The-Money Options held by such holder minus (ii) (x) the aggregate exercise price of all of such stock option or warrant holder’s In-The-Money Options divided by (such amount being hereinafter referred to as y) $24.60 (the "Option Consideration"“SIGNING PRICE”). Upon receipt Immediately upon the conversion of the Option ConsiderationIn-The-Money Options into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(a), the stock option or warrant In-The-Money Options shall be canceledterminate. The surrender of any stock option or warrant to Options that are not In-The-Money Options (the Company in exchange for the Option Consideration “UNDERWATER OPTIONS”) shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior terminate immediately prior to the Effective Time, in the Company case of Options outstanding under the 2001 Plan, and at the Effective Time, in the case of Options outstanding under the 2000 Plan. No Options shall use its best efforts be exercisable at any time after the Effective Time. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to obtain all necessary consents or releases from holders In-The-Money Options. To the extent any fractional shares of stock options and warrants and Parent Common Stock would otherwise be issuable pursuant to take all this Section 2.4(a), in lieu thereof, the holder of such other lawful action as may In-The-Money Options shall receive cash in accordance with Section 2.2(c). (b) At the Effective Time, the holder of the Warrant shall be necessary entitled to give effect receive, in respect of each Share subject to the transactions contemplated by this Section 6.8 Warrant (except for such action that may require as defined below), a number of shares of Parent Common Stock equal to the approval remainder of the Company's stockholders). Except as otherwise agreed to by the parties, (i) (A) the Plans Share Exchange Ratio multiplied by (B) the aggregate number of Shares underlying the Warrant minus (ii) (x) the aggregate exercise price of the Warrant divided by (y) the Signing Price. Immediately upon the conversion of the Warrant into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(b), the Warrant shall terminate. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to the Warrant. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(b), effective in lieu thereof, the holder of the Warrant shall receive cash in accordance with Section 2.2(c). Prior to or as of the Effective Time and date hereof, the holder of the Warrant has agreed with the Company shall use its reasonable efforts in writing to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect effect of the capital stock of Merger on the Warrant as described in this Section 2.4(b). For purposes hereof, “WARRANT” shall mean the Stock Purchase Warrant dated November 9, 2000 issued by the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsMxxxxxxx & Fxxxxxxx LLP.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase SharesCompany Shares (a "Company Stock Option") granted under the Company's plans identified in Section 1.4 of the Disclosure Schedule (as defined in the introductory clause to Article 3 below) as being the only compensation or benefit plans or agreements pursuant to which Company Shares may be issued (collectively, the "Company Stock Option Plans"), whether vested or not then exercisablevested, shallshall be deemed assumed by Parent and shall thereafter be deemed to constitute an option to acquire, in settlement thereof, except on the same terms and conditions (including any provisions for acceleration) as were applicable under such Company Stock Option prior to the extent otherwise agreed to by Effective Time (in accordance with the holder past practice of the option or warrantCompany with respect to interpretation and application of such terms and conditions), the number (rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x) the number of Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share Shares subject to such stock option or warrant an amount in cash Company Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at a price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to (a) the excess, if any, exercise price per Company Share otherwise purchasable pursuant to such Company Stock Option divided by (b) the Exchange Ratio. The parties intend that the conversion of the Company Stock Options hereunder will meet the requirements of section 424(a) of the Code and this Section 1.4(a) shall be interpreted consistent with such intention. Subject to the terms of the Company Stock Options and the documents governing such Company Stock Options, the Merger Consideration over the per Share will not terminate or accelerate any Company Stock Option or any right of exercise, vesting or repurchase relating thereto with respect to Parent Common Stock acquired upon exercise price of such stock option or warrant (such amount being hereinafter referred assumed Company Stock Option. Holders of Company Stock Options will not be entitled to as acquire Company Shares after the "Option Consideration")Merger. Upon receipt of the Option ConsiderationIn addition, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior prior to the Effective Time, the Company shall use its best efforts will make any amendments to obtain all necessary consents the terms of such stock option or releases from holders of stock options and warrants and to take all such other lawful action as may be compensation plans or arrangements that are necessary to give effect to the transactions contemplated by this Section 6.8 1.4. (except b) Parent shall take all corporate action necessary to reserve for such action that may require issuance a sufficient number of shares of Parent Common Stock for delivery pursuant to the approval terms set forth in this Section 1.4. (c) No later than twenty (20) days following the Effective Time, Parent shall file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act of 1933, as amended (the "1933 Act"), with respect to the Parent Common Stock subject to options and other equity-based awards described in this Section 1.4, and shall use commercially reasonable efforts to maintain the current status of the Company's stockholders). Except prospectus contained therein, as otherwise agreed well as comply with any applicable state securities or "blue sky" laws, for so long as such options or other equity-based awards remain outstanding. (d) Each Warrant that remains outstanding following the Effective Time shall continue to by have, and be subject to, the partiessame terms and conditions set forth in the documents governing such Warrant immediately prior to the Effective Time, except that (i) such Warrant will be exercisable for that number of whole shares of Parent Common Stock as is equal to the Plans shall terminate, effective as 5 10 product of the Effective Time and number of Company Shares that were purchasable under the Company shall use its reasonable efforts Warrant immediately prior to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time Time, multiplied by the Exchange Ratio, rounded to the nearest whole number of shares of Parent Common Stock and (ii) the Company shall use its reasonable efforts per share exercise price for Parent Common Stock issuable upon exercise of such Warrant will be equal to ensure that following the quotient obtained by dividing the aggregate exercise price of such Warrant immediately prior to the Effective Time no participant by the number of shares of Parent Common Stock for which such Warrant shall be exercisable as determined in accordance with the Plans or other planspreceding clause (i), programs or arrangements shall have any right thereunder rounded to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsnearest whole cent.

Stock Options and Warrants. Purchaser acknowledges that (a) At the consummation Effective Time, all outstanding options (all such options, "1992 Plan Options") to acquire shares of Company Common Stock granted to employees under the GeoWaste Incorporated 1992 Stock Option Plan (the "1992 Plan"), all outstanding options issued prior to the date of this Agreement to the Chief Executive Officer and the Chief Financial Officer by the Company to acquire shares of Company Common Stock (all such options, "CEO/CFO Options") issued other than pursuant to the 1992 Plan and the 1996 Plan and all outstanding warrants issued by the Company prior to the date of this Agreement to purchase shares of Company Common Stock (the "Warrants"), shall be assumed by Parent and shall be exercisable upon the same terms and conditions as under the applicable Warrant, the 1992 Plan and option agreements issued thereunder or, in the case of the Offer CEO/CFO Options, the applicable option agreement, except that (i) each such 1992 Plan Option, CEO/CFO Option or Warrant shall be exercisable for that whole number of shares of Parent Stock (to the nearest share) equal to the product of (y) the number of shares of Company Common Stock subject to the original 1992 Plan Option, CEO/CFO Option or Warrant and (z) the other Transactions Exchange Ratio, and (ii) the option exercise price or warrant exercise price per share of Parent Stock shall be an amount equal to (y) the option exercise price or warrant exercise price per share of Company Common Stock under the original 1992 Plan Option, CEO/CFO Option or Warrant, as applicable, in effect immediately prior to the Effective Time divided by (z) the Exchange Ratio (the option exercise price or warrant exercise price, as applicable, per share of Company Common Stock, as so determined, being rounded to the nearest full cent). No payment shall be made for fractional interest. The date of grant or issuance, as applicable, shall be the date the 1992 Plan Option, CEO/CFO Option or Warrant was originally granted or issued, as applicable. Parent shall (i) reserve for issuance the number of shares of Parent Stock that will constitute an be come issuable upon the exercise of such 1992 Plan Options, CEO/CFO Options and Warrants pursuant to this Section 2.4(a) and (ii) at the Effective Time, execute a document evidencing the assumption by Parent of the Company's obligations with respect thereto under this Section 2.4. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form), or another appropriate form, with respect to the shares of Parent Stock subject to such 1992 Plan Options and CEO/CFO Options and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such 1992 Plan Options and CEO/CFO Options, as applicable, remain outstanding. It is the intention of the parties that, subject to applicable law, the 1992 Plan Options assumed by Parent qualify following the Effective Time as "Eventincentive stock options" (as defined in Section 422 of the PlansCode) to the extent that the 1992 Plan Options qualified as incentive stock options prior to the Effective Time. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-3 (or any successor form) (the "Shelf Registration Statement") with respect to the options listed on Section 3.3 shares of Parent Stock issuable upon exercise of such Warrants and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the Company Disclosure Schedule prospectus contained therein) for a period not to exceed six months from the date of effectiveness of the Shelf Registration Statement or, if earlier, twenty (20) trading days after such time at which holders of the Warrants hold (i) Warrants representing the right to receive a number of shares of Parent Stock, and/or (ii) a number of shares of Parent Stock previously issued upon exercise of the Warrants, which, in the aggregate, represent 15% or less of the total number of shares of Parent Stock issuable at the Effective Time upon exercise of all the Warrants; PROVIDED, HOWEVER, that when holders of the Warrants intend to sell shares of Parent Stock under the Shelf Registration Statement, such holders shall provide written notice to Parent of such intention three (3) days prior to any sale. Parent shall have the right to suspend the use of the prospectus forming a part of the Shelf Registration Statement, for periods aggregating not more than twenty (20) trading days, when Parent reasonably believes, upon the written advice of its regular legal counsel, a copy of which shall be delivered to the holder(s) of the Warrants (subject to suitable confidentiality arrangements) that such use would materially interfere with or require public disclosure by Parent of any material financing, acquisition, corporate reorganization or other material transactions involving Parent or any of its subsidiaries; PROVIDED, HOWEVER, that Parent shall not suspend the use of such prospectus for more than ten (10) trading days in the aggregate during the calendar month of January 1999 and the other options specified in Section 3.3 first two (2) days of February 1999. The holders of the Company Disclosure ScheduleWarrants shall provide customary indemnification protections to Parent with respect to written information furnished by such holders specifically for use in the Shelf Registration Statement and shall pay their own expenses for any attorney, accountant or other advisor they retain and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously any brokerage and sales commissions in connection with the acceptance sale of shares of Parent Stock under the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. Shelf Registration Statement. (b) At the Effective Time, each holder option (each, a "1996 Plan Option") to acquire shares of a then outstanding option or warrant Company Common Stock granted to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except directors prior to the extent otherwise agreed date of this Agreement under the GeoWaste Incorporated 1996 Stock Option Plan (the "1996 Plan") and each option (each, a "Chairman Option" and together with the CEO/CFO Options, the "Non-Plan Options") issued to the Chairman of the Board by the holder Company to acquire shares of Company Common Stock issued prior to the option or warrant, date of this Agreement other than pursuant to the Company 1992 Plan and the Purchaser, 1996 Plan outstanding immediately prior thereto shall be converted into and represent the right to receive from the Company (from funds provided by Purchaseri) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over into which the per Share share or shares of Company Common Stock issuable upon exercise price of such stock option Company Option would have been converted if such 1996 Plan Option or warrant (such amount being hereinafter referred to Chairman Option, as the "Option Consideration"). Upon receipt of the Option Considerationapplicable, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior been exercised immediately prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated reduced by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) such number of shares of Parent Stock equal to (x) (1) the aggregate exercise price for the shares of Company Common Stock then issuable upon exercise of such 1996 Plan Option or Chairman Option, as applicable, and (2) the amount of any withholding taxes which may be required thereon, times (y) the Exchange Ratio. All such 1996 Plan Options and Chairman Options shall use its reasonable efforts no longer be outstanding and shall automatically be canceled, retired and extinguished and shall cease to ensure that following exist, and each Option Certificate shall thereafter represent the Effective Time no participant right to receive, upon surrender of such Option Certificate in accordance with Section 2.3, the Merger Consideration into which such 1996 Plan Options and Chairman Options have been converted in accordance herewith. The holders of Option Certificates shall cease to have any rights with respect thereto, except as required by law. No fractional share of Parent Stock shall be issued and, in lieu thereof, a cash payment shall be made in the Plans or other plans, programs or arrangements shall have any right thereunder same manner as provided in Section 2.3(e) with respect to acquire equity securities exchanges of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsStock Certificates.

Stock Options and Warrants. Purchaser acknowledges that (a) Promptly following the consummation commencement of the Offer, the Company shall offer to cancel any or all of the outstanding options to purchase Common Shares (each such option to purchase one share referred to as an "Option") granted under the Company's 1995 Stock Option Plan (the "1995 Plan") for cash consideration as set forth herein. Each holder of an Option (whether or not vested or exercisable) shall be offered the right to have one hundred percent (100%) of his or her Options canceled by the Company in consideration of a payment by the Company to such holder for each Option in an amount equal to the excess of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, each holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration Price over the per Share applicable exercise price of such stock option or warrant (such amount being hereinafter referred Option, subject to withholdings as the "Option Consideration"contemplated in Section 3.02(e). Upon receipt Cancellation of the Option ConsiderationOptions and payment of the consideration therefor shall be conditioned upon the purchase of Common Shares by the Purchaser pursuant to the Offer. If such condition is met, the stock option or warrant cancellation of Options and payment of the consideration therefor in accordance with this section shall be canceled. The surrender made as promptly as possible following the Offer Purchase Closing. (b) Promptly following the commencement of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective TimeOffer, the Company shall use its best efforts offer to obtain cancel any or all necessary consents of the outstanding warrants to purchase Common Shares (collectively the "Warrants") for cash consideration as set forth herein. Each holder of Warrants shall be offered the right to have one hundred percent (100%) of his or releases from holders her Warrants canceled by the Company in consideration of stock options and warrants and a payment by the Company to take all such other lawful action as may be necessary to give effect holder for each Warrant in an amount equal to the transactions excess of the Offer Price over the applicable exercise price of such Warrant subject to withholding as contemplated in Section 3.02(e). Cancellation of the Warrants and payment of the consideration therefor shall be conditioned upon the purchase of Common Shares by the Purchaser pursuant to the Offer. If such condition is met, the cancellation of Warrants and payment of the consideration therefor in accordance with this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except shall be made as otherwise agreed to by the parties, (i) the Plans shall terminate, effective promptly as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that possible following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsOffer Purchase Closing.

Stock Options and Warrants. Purchaser acknowledges (a) Each Company Option that is not an In-the-Money Company Option shall be cancelled at the consummation Effective Time, without any payment or other consideration therefore. (b) All In-the-Money Company Options (the “Converted Options”), whether vested or not vested, shall be cancelled at the Effective Time, and, in lieu thereof, shall be converted into the right to receive, per share of Company Common Stock issuable upon exercise in full of such In-the-Money Company Option, a cash payment equal to the excess of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect Per Share Merger Consideration for shares of Company Common Stock subject to the options listed on Section 3.3 Converted Option, if such Converted Option were exercised in full, over the aggregate exercise price payable upon exercise in full of such Converted Option, as reduced by any required tax withholdings (collectively, the “Converted Option Merger Consideration”). (c) Prior to the Effective Time, the Company Disclosure Schedule and shall take all steps necessary to make any amendments to the other options specified in Section 3.3 terms of such stock option plans, individual option agreements or Options that are necessary to give effect to the Transactions contemplated by this Agreement. At or prior to the Effective Time, the Company Disclosure Schedule, shall take all reasonable and that necessary action to facilitate the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the timely exercise of any such unvested options rights and tender obligations to effectuate the provisions of the underlying Shares. this Section 2.11. (d) At the Effective Time, the Surviving Corporation shall deliver to the Paying Agent a list of the names and addresses of the holders of the Converted Options (the “Converted Option Holders”) and, with respect to each Converted Option, deposit or cause to be deposited with the Paying Agent the aggregate amount of the Converted Option Merger Consideration payable on the Converted Options. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Converted Option Holder a letter of transmittal and instruction in the form of Exhibit G attached hereto, for use in obtaining payment of the Converted Option Merger Consideration to which such Converted Option Holder is entitled. Upon delivery to the Paying Agent such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, together with such option agreement, warrant or other instrument which prior to the Effective Time shall have represented any Company Option, and such other documents as may be required pursuant to such instructions, the Converted Option Holder shall be entitled to receive in exchange for the Converted Option held the Converted Option Merger Consideration to which such Converted Option Holder is entitled. No interest shall accrue or be paid on the Converted Option Merger Consideration payable with respect to any Converted Option and any required withholding taxes on the Converted Option Merger Consideration payable on the Converted Options may be withheld by Parent, the Surviving Corporation, or the Paying Agent. All interest accrued in respect of the cash deposited with the Paying Agent shall accrue to the benefit of and be paid to the Surviving Corporation. (e) From and after the Effective Time, other than as expressly set forth in this Section 2.11 or any written agreement between the Company, the Parent and the holders of Company Options outstanding immediately prior to the Effective Time, no holder of a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject Options shall have any rights with respect to such stock option or warrant an amount in cash equal Company Options, other than to receive the excessConverted Option Merger Consideration, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to any payable thereon as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceledprovided herein. The surrender of any stock option Company Option, the delivery of any letter of transmittal, or warrant to the receipt of cash in cancellation of such Company in exchange for Option by the holder of such Company Option Consideration shall be deemed a release of any and all rights the holder of such Company Option had or may have had in respect of such stock option or warrant. Prior Company Option except as expressly provided by this Agreement. (f) All Converted Option Merger Consideration payable on Converted Options will be deemed to have been issued in full satisfaction of all rights pertaining to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Company shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsConverted Options.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plans) with respect Prior to the options listed on Section 3.3 of Effective Time: (a) the Company Disclosure Schedule and shall take all actions necessary to provide that each option outstanding immediately prior to the other options specified in Section 3.3 of Effective Time (whether or not then vested or exercisable) that represents the right to acquire Shares pursuant to the Company Disclosure ScheduleStock Plans or otherwise (each, and that an “Option”) shall terminate at the vesting of such options shall therefore become accelerated as a result of Effective Time if not exercised prior to the Transactions, which Purchaser acknowledges shall occur simultaneously with Effective Time. To the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At extent there are Options outstanding at the Effective Time, Parent will pay to each holder of any such Option a then outstanding option or warrant to purchase Shares, whether or not then exercisable, shall, in settlement thereof, except cash amount equal to the extent otherwise agreed to by the holder of the option or warrant, the Company and the Purchaser, receive from the Company Option Consideration (from funds provided by Purchaseras defined below) for each Share then subject to such stock option or warrant Option. The Option Consideration shall be paid as soon after the Effective Time as practicable, but in no event later than five business days after the Closing Date. For the purposes of this Agreement, “Option Consideration” means, with respect to any Share issuable under a particular Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had payable in respect of such stock option or warrantShare issuable under such Option, subject to withholding any amounts due pursuant to Section 2.10. Prior to the Effective Time, the The Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action steps as may be necessary to give effect accelerate in full the vesting provisions on all Options immediately prior to, and contingent upon, the Closing. (b) the Company shall take all actions necessary to provide that each warrant outstanding at the Effective Time (whether or not then vested or exercisable) that represents the right to acquire Shares (each, a “Warrant”) shall represent the right to acquire upon exercise thereof cash in an amount equal to the transactions contemplated by this Section 6.8 (except for such action that may require the approval product of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Plans shall terminate, effective as number of Shares issuable upon exercise of the Effective Time and the Company shall use its reasonable efforts Warrant immediately prior to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of the Effective Time and (ii) the Merger Consideration (the “Warrant Consideration”), in exchange for payment of the exercise price payable in respect of such Shares issuable under such Warrant, subject to withholding any amounts due pursuant to Section 2.10. (c) the Company shall use its reasonable efforts take such steps as may be necessary to ensure that following the Effective Time no participant in the Plans or other plans, programs or arrangements shall have any right thereunder to acquire cause dispositions of equity securities of the Company, Company (including derivative securities) pursuant to the Surviving Corporation transactions contemplated by this Agreement by each individual who is a director or any subsidiary officer of the Company or to be exempt under Rule 16b-3 promulgated under the Surviving Corporation and Exchange Act. (d) the Company shall take such steps as may be necessary to terminate the Company Stock Plans effective as of the Effective Time. (e) notwithstanding Section 2.2(a), the Company shall take such steps as may be necessary (i) to terminate the 1999 Employee Stock Purchase Plan, (ii) to cause the rights of participants in such plan with respect to any offering period then underway to be treated as if the last business day prior to the Effective Time (or such earlier date as may be selected by the Company) is an exercise date and is the last day of such offering period and (iii) to make such other adjustments as may be necessary to reflect the shortened offering period while otherwise treating such offering period as a fully effective and completed offering period for all purposes of such plans, programs or arrangementsplan.

Stock Options and Warrants. Purchaser acknowledges that the consummation of the Offer and the other Transactions will constitute an "Event" (as defined in the Plansa) with respect to the options listed on Section 3.3 of the Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Schedule, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At the Effective Time, the terms of each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock (a "Company Stock Option") under the 2000 Stock Incentive Plan of the Company (the "Company Incentive Plan"), whether vested or unvested, shall be adjusted as necessary or otherwise amended by action of the Board of Directors of the Company to provide that, at the Effective Time, each Company Stock Option 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 "Parent Stock Options") as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option; provided, however, that, after aggregating all the shares of a holder subject to Company Stock Options, any fractional share of Parent Common Stock 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 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 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 then 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 option or warrant 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. As of the date hereof, there are outstanding Company Stock Options to purchase Sharesapproximately 4,000,000 shares of Common Stock, whether or which are exercisable into approximately 4,000,000 shares of Parent Common Stock pursuant to this Section 1.7(a). (i) At the Effective Time, all outstanding warrants issued by the Company to purchase shares of Company Common Stock (the "Company Warrants") that have not then exercisable, shall, in settlement thereof, except to the extent otherwise agreed to been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant to acquire the 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 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 option or warrantforegoing, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant an amount in cash equal to the excess, if any, of the Merger Consideration over the per Share exercise price of such stock option or warrant (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the stock option or warrant Parent shall be canceled. The surrender of any stock option or warrant to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action corporate actions as may be necessary and desirable in order to give effect to effectuate the transactions contemplated by this Section 6.8 1.7(b). (except c) As soon as practicable after the Effective Time, Parent shall deliver to the holders of 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, if any, required by this Section 1.7 after giving effect to the Merger). (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 such action that may require issuance upon the approval exercise of Parent Stock Options and Parent Warrants following the Company's stockholders). Except Effective Time as otherwise agreed contemplated by this Section 1.7. (e) Other than the Company Stock Options and the Company Warrants, all options, warrants and rights to by the parties, (i) the Plans shall terminate, effective purchase Company Common Stock outstanding as of the Effective Time and the Company shall use its reasonable efforts Date will be exercised or terminated prior to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries to be canceled as of effective upon the Effective Time Time, and (ii) the Company neither Parent nor Acquisition Corp. shall use its reasonable efforts to ensure that following the Effective Time no participant in the Plans assume or other plans, programs or arrangements shall have any right thereunder obligation with respect to acquire equity securities of the Companysuch options, the Surviving Corporation warrants or any subsidiary of the Company or the Surviving Corporation and to terminate all such plans, programs or arrangementsrights.

Stock Options and Warrants. Purchaser acknowledges that (a) Prior to the consummation Effective Time, the Board of Directors or Special Committee shall adopt such resolutions or shall take such other actions as are required to approve the measures contemplated by this Section 3.2. The Company shall use its best efforts to obtain any necessary consent of the Offer holders of Options and the other Transactions will constitute an "Event" Warrants (each as defined in the Plansbelow) with respect to the options listed on effect this Section 3.3 of the 3.2. (b) The Company Disclosure Schedule and the other options specified in Section 3.3 of the Company Disclosure Scheduleshall take all necessary steps to ensure that, and that the vesting of such options shall therefore become accelerated as a result of the Transactions, which Purchaser acknowledges shall occur simultaneously with the acceptance of the Offer so as to permit the exercise of any such unvested options and tender of the underlying Shares. At at the Effective Time, each holder option to acquire shares of a then outstanding option the Capital Stock (“Option”) which has been granted under the Company’s 1994 Stock Option Plan and the Company’s 2004 Equity Incentive Plan, or otherwise (collectively, the “Option Plans”), and each warrant to purchase SharesCapital Stock (“Warrant”), whether or not then exercisable, shalland, in settlement thereofeach case, except which is outstanding at the Effective Time, to the extent otherwise agreed and only to by the extent that such Option or Warrant is then exercisable in whole or in part in accordance with their respective terms, shall be cancelled. In consideration of such cancellation, the holder of each such Option or Warrant shall be entitled to receive, upon compliance with the option or warrantprovisions noted below, the Company and the Purchaser, receive from the Company (from funds provided by Purchaser) for each Share subject to such stock option or warrant a lump sum cash payment in an amount in cash equal to the product of the following: (i) the excess, if any, of the Merger Consideration over the per Share share exercise price of each such stock option Option or warrant Warrant, multiplied by (ii) the number of vested shares of Capital Stock covered by such amount being hereinafter referred Option or Warrant to as the "Option Consideration"extent not previously exercised less applicable taxes required to be withheld pursuant to Section 3.2(f). Upon receipt . (c) If, in accordance with Section 3.2(b)(i) above, there is no excess of the Option Consideration, Merger Consideration over the stock option or warrant shall be canceled. The surrender per share price of any stock option Option or warrant to Warrant, then any such Option or Warrant shall automatically be cancelled without any consideration as of the Company in exchange for the Option Consideration shall be deemed a release Effective Time. (d) As of any and all rights the holder had or may have had in respect of such stock option or warrant. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of stock options and warrants and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.8 (except for such action that may require the approval each of the Company's stockholders). Except as otherwise agreed to by the parties, (i) the Option Plans shall terminate, effective as of the Effective Time and the Company shall use its reasonable efforts to cause the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock Capital Stock shall be terminated and cancelled (without any liability on the part of Parent or the Company 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 holder of 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 such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any social security, FICA or Medicare tax Law, or any other provision of its subsidiaries federal, state, local or foreign tax Law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to be canceled the Option or Warrant holder in respect of which such deduction and withholding was made by the Surviving Corporation. (g) The Company and the Special Committee 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 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 Effective Time Option Plans and the Options in connection with the Merger and the rights of holders of Warrants of their rights under the Warrants in connection with the Merger, and (ii) effectuate the Company shall use its reasonable efforts to ensure that following provisions of this Section 3.2 under the terms of the Option Plans and Warrants. From and after the Effective Time Time, other than as expressly set forth in this Section 3.2, no participant in the Plans holder of an Option or other plans, programs or arrangements Warrant shall have any right thereunder rights in respect thereof other than to acquire equity securities of receive payment (if any) for the CompanyOptions 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 subsidiary of the Company 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 Surviving Corporation 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 manner in which any such payment is to terminate be made, including the name to which a check for such 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 such planspurposes only the right to receive the payments, programs or arrangementsif any, pursuant to this Section 3.2.