Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. As of the 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 Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.

Stock Options and Warrants. As (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date hereof: of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under all references in the Occam Target Stock Option Plan and 29,500 shares of Occam Stock are subject related stock option agreements to issuance pursuant Target shall be deemed to outstanding options refer to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "Occam Option") Parent and (ii) 188,235 shares Parent shall assume all 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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 Target’s obligations with respect to each Occam Option outstanding the Target Stock Options as so amended. Substitution of the date Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of this Agreement: new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the particular plan current expiry date of such Target Stock Options (if anyexclusive of the operation of the early termination provisions of such Target Stock Options) pursuant to which such Occam Option was granted; or (ii) six months after the name Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the optionee; Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (iiix) the aggregate number of shares Target Common Shares issuable in respect of Occam Common Stock subject such Target Warrants immediately prior to such Occam Option; the Effective Time multiplied by (ivy) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of such Occam Option; (v) the date on which such Occam Option was granted; and (vi) Target Warrants in effect immediately prior to the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock optionsEffective Time, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of shares the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of Series B Preferred Stock subject to such Occam Preferred Warrant; each Target Warrant (iii) including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Occam Preferred Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant; (iv) . From and after the date on which Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Occam Preferred Warrant was issued; and (v) Assumed Warrant, including the applicable vesting schedule. Occam has delivered or made available obligation to ANI accurate and complete copies of all warrant agreements evidencing issue the Occam Preferred WarrantsParent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. As of (a) At the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to Effective Time, each outstanding options to purchase Occam Common Stock RTI Option under the Occam Stock RTI Option Plan Plan, whether vested or unvested, shall be assumed by Mpath and 29,500 shares of Occam Stock are subject deemed to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan constitute an option (each an "Occam Mpath Option") and (ii) 188,235 to acquire the same number of 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 Mpath Common Stock and Series B Preferred Stock subject as the holder of such RTI Option would have been entitled to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments receive pursuant to which they are issuablethe Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bat a price per share (rounded up to the nearest whole cent) of the Occam Schedules sets forth the following information with respect equal to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of RTI Common Stock otherwise purchasable pursuant to which such Occam RTI Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred 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 vesting schedule for any RTI Options will be amended to provide that one third of all RTI Options shall have vested as of the 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 appropriate forms) on or promptly following the one year anniversary of the Closing Date, with respect to the shares of Mpath Common Stock subject to such Occam Preferred options and shall use its reasonable efforts to maintain the effectiveness of such registrations statements and maintain the current status of the prospectus or prospectuses contained therein for so long as such options remain outstanding. (c) Mpath shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Mpath Common Stock for delivery upon exercise of 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 whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, RTI Warrants shall, by virtue of the Merger and without any further action on the part of RTI or the holder of any of RTI Warrants (iiiunless further action may be required by the terms 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 same terms and conditions as under the applicable warrant agreements with respect to such RTI Warrants, except that (A) each such RTI Warrant shall be exercisable for that whole number of shares of Mpath Common Stock (rounded down to the nearest whole share) into which the number of shares of RTI Common Stock subject to such 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 equal to the exercise price per share of RTI Common Stock subject to such Occam Preferred Warrant; RTI Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (ivthe exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to RTI in the warrant 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 date contrary, if required under the terms of RTI Warrants or if otherwise appropriate under the terms of RTI Warrants, it will execute a supplemental agreement with the holders of RTI Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Mpath shall (i) on which such Occam Preferred Warrant was issued; or prior to the Effective Time, reserve for issuance the number of shares of Mpath Common Stock that will become subject to warrants to purchase Mpath Common Stock ("Mpath Warrants") pursuant to this Section 6.5(d), (ii) from and after the 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 (viii) as promptly as practicable following the applicable vesting schedule. Occam has delivered or made available Effective Time, issue to ANI accurate and complete copies each holder of all warrant agreements an outstanding RTI Warrant a document evidencing the Occam Preferred Warrantsforegoing assumption by Mpath.

Stock Options and Warrants. As Prior to the mailing of the date hereof: Proxy 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: (ia) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to All outstanding employee and director stock options to purchase Occam shares of Company Common Stock ("COMPANY STOCK OPTIONS") granted under the Occam Company's 1994 Incentive 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 Occam Stock Option Plan (each an the "Occam OptionOPTION PLAN") and shall be cancelled prior to the Effective Time. (iib) 188,235 shares At the Effective Time, the Parent shall issue to the holder or holders of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Company Common Stock outstanding as of the Effective Date, in exchange for such warrants to purchase Company Common Stock (the "Occam Preferred WarrantsCOMPANY WARRANTS"). All shares , the following: (A) that number of Occam Common Stock and Series B Preferred Stock subject to issuance as aforesaid, upon issuance on the warrants which have terms and conditions specified described in Exhibit G (the instruments pursuant "PARENT WARRANTS") which will entitle the holder to which they are issuablereceive, would be duly authorized, validly issued, fully paid upon the exercise thereof and nonassessable. Schedule 2.2(b) the payment of the Occam Schedules sets forth the following information with respect to each Occam Option outstanding as pro rata portion of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name exercise price of the optionee; Company Warrants attributable to the Parent Warrants, that number of Shares of Parent Common Stock equal to the product of (iiix) the number of shares of Occam Company Common Stock subject which the holder would have received upon the exercise of the Company Warrants immediately prior to such Occam Option; the Effective Time times (ivy) the exercise price of such Occam Option; Exchange Ratio times (vz) the date on which such Occam Option was grantedStock Percentage; and (viB) immediately available funds in an amount equal to the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies product of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (iiw) the number of shares of Series B Preferred Company Common Stock subject which the holder would have received upon the exercise of the Company Warrants immediately prior to such Occam Preferred Warrant; the Effective Time times (iiix) 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 ensure that following the Effective Time no holder of a Company Stock Option or holder of any option or warrant to purchase Company Common Stock described in paragraph (a) or (b) above shall have any right thereunder to acquire equity securities of the Company or the Surviving Corporation and no shares of Company Common Stock shall be purchased pursuant to the Option Plan. (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 Occam Preferred Warrant; (ivbest 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, or a 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 date on which such Occam Preferred Warrant was issued; Merger Agreement is deleted in its entirety and (va new Subsection 2.7(b) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.is adopted in lieu thereof, as follows:

Stock Options and Warrants. As (a) At the Effective Time, each outstanding option granted to employees or individual consultants of the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock Target 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 Occam Stock Target Option Plan (each "Target Options"), whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (an "Occam Acquiror 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 aforesaidacquire, upon issuance on the same terms and conditions specified in as were applicable under the instruments Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to which they are issuablethe Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bat a price per share (rounded up to the nearest whole cent) of the Occam Schedules sets forth the following information with respect equal to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to which such Occam Target Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; provided, however, that, -------- ------- in the case of any Target 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. (b) As soon as practicable after the Effective Time, Acquiror 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 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use reasonable commercial efforts to ensure, 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 qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section. Within forty-five days of the Effective Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such Occam Preferred Warrant; options and shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (iiiand maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) Notwithstanding the provisions of paragraph (c), the Target Principal Shareholders agree that they may not, during the six months following the Effective Time, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition") any of the Acquiror Shares covered by such Form S-8 registration statement (the "Acquiror S-8 Shares") except to the extent such Acquiror S-8 Shares are transferred as a gift or gifts, bequested or transferred to a family trust (provided that any such case the transferee agrees in writing to be bound by the terms hereof). The foregoing restriction is expressly agreed to preclude the Target Principal Shareholders from engaging in any hedging or other transaction with respect to such Acquiror S-8 Shares which is designed to or reasonably expected to lead to or result in a Disposition during such period. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to such Acquiror S-8 Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such Acquiror S-8 Shares. Acquiror shall have the right to impose a legend on the certificates representing such Acquiror S-8 Shares consistent with the foregoing and to enter stop transfer instructions with Acquiror's transfer agent against the transfer of the Acquiror Shares except in compliance with this restriction. (e) Each warrant to purchase Target shares and options granted to other than employees or individual consultants to Target (collectively "Target Warrants"), to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the 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 terms of any of Target Warrants), be assumed by Acquiror and each Target Warrant assumed by Acquiror shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that whole number of shares of Acquiror Common Stock (rounded down to the nearest whole share) into which the number of shares of Target Common Stock subject to such Target Warrant would be converted under Section 2.2(b), and (B) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Common Stock subject to such Occam Preferred Warrant; Target Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (ivthe exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to Target in the warrant agreements underlying Target Warrants shall be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 7.5(d) to the date contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on which such Occam Preferred Warrant was issued; or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("Acquiror Warrants") pursuant to this Section 7.5(d)(ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (viii) promptly following the applicable vesting schedule. Occam has delivered or made available Effective Time, issue to ANI accurate and complete copies each holder of all warrant agreements an outstanding Target Warrant a document evidencing the Occam Preferred Warrantsforegoing assumption by Acquiror.

Stock Options and Warrants. (a) 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 resolution modifying the terms and conditions of the Company Stock Options to provide that, following the Effective Time, such options shall be exercisable for shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock 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 approximately 4,000,000 shares of Common Stock, which are exercisable into approximately 4,000,000 shares of Parent Common Stock pursuant to this Section 1.7(a). (i) 11,741,300 At the Effective Time, all outstanding warrants issued by the Company to purchase shares of Occam Company 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 Occam Stock Option Plan (each an "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 Company Warrants") that have not 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"). All , the type of Company Warrant held by such holder, the aggregate number of shares of Occam Company Common Stock which each such person may purchase pursuant to the exercise of his or her Company Warrants and Series B Preferred the aggregate number of shares of Parent Common Stock subject 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 issuance deliver Parent Warrants at the Effective Time to the holders of Company Warrants who have exchanged their Company Warrants for Parent Warrants and (b) the obligation to issue Parent Common Stock to the holders of Parent Warrants, all in accordance with the provisions of this Section 1.7(b)(i). (ii) Without limiting the generality of the foregoing, the Company and the Parent shall take all corporate actions as aforesaidmay be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(b). (c) As soon as practicable after the Effective Time, upon issuance 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 specified in (subject to the instruments pursuant adjustments, if any, required by this Section 1.7 after giving effect to which they are issuablethe Merger). (d) Parent shall take all action necessary and appropriate, would be duly authorizedon or prior to the Effective Time, validly issuedto authorize and reserve a number of shares of Parent Common Stock sufficient for issuance upon the exercise of Parent Stock Options and Parent Warrants following the Effective Time as contemplated by this Section 1.7. (e) Other than the Company Stock Options and the Company Warrants, fully paid all options, warrants and nonassessable. Schedule 2.2(b) of the Occam Schedules sets forth the following information with respect rights to each Occam Option purchase Company Common Stock outstanding as of the date of this Agreement: (i) Effective Date will be exercised or terminated prior to or effective upon the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock optionsEffective Time, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered options, warrants or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsrights.

Stock Options and Warrants. (a) As of the 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 Occam Stock Option Plan (each an "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 soon as aforesaid, upon issuance on the terms and conditions specified in the instruments 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 practicable following information with respect to each Occam Option outstanding as of the date of this Agreement: , IOI and the Company (or, if appropriate, any committee of the Board of Directors of the Company 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 Company shall obtain all such agreements and consents, if any, as may be required to effect the following provisions of this Section 2.2. As of the Effective Time each outstanding option held by employees to purchase shares of Company Common 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 particular plan case of any Assumed Stock Option, (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iiix) the number of shares of Occam IOI Common Stock subject to the Assumed Stock Option shall be the number of shares of IOI Common Stock which such Occam Option; holder of such 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 (ivtaking into account any adjustment provided for under Section 2.1(a)(iv)) and (y) the exercise price payable for a share of such Occam Option; IOI Common Stock under the Assumed Stock Option shall be the quotient (v) truncated to 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(bnearest $.01) of the Occam Schedules also sets forth exercise price per share of Company Common Stock under the following information Company Stock Option 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 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 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 daily 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. As soon as practicable after the Effective Time, IOI shall deliver to holders of Assumed Stock Options appropriate notice of the terms of such options and other appropriate documents. Promptly after the Effective Time (and in no event later than five (5) business days thereafter), IOI shall use its reasonable best efforts to prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to each Occam Preferred Warrant outstanding as shares of 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 date prospectus or prospectuses contained therein) for so long as such Assumed Stock Options remain outstanding. IOI shall take all corporate action necessary to reserve for issuance under an appropriate stock option plan of this Agreement: IOI a sufficient number of shares of IOI Common Stock for delivery upon exercise of the options described above. (b) 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 name case of the holder of such Preferred any Assumed Company Warrant; , (iix) the number of shares of IOI Common Stock and Series A Warrants and Series B Preferred Stock 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 Occam Preferred Warrant; holder of such Assumed Company Warrant would have been entitled to receive in the Merger if such Assumed Company Warrant had been exercised for Company Common Stock immediately prior to the Effective Time (iiitaking 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 Occam Preferred Warrant; holder) shall receive, in lieu thereof, cash (ivwithout interest) in an amount equal to the product of (i) such fractional part of a share of IOI Common Stock multiplied by (ii) the date average of the daily high and low sales prices, regular way, of one share of IOI Common Stock (rounded to the nearest ten thousandth) on which such Occam Preferred Warrant was issued; and the AMEX (v) as reported in the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies New York City edition of all warrant agreements evidencing the Occam Preferred Warrants.Wall Street Journal or, if not reported thereby, another nationally recognized

Stock Options and Warrants. As of (a) At the date hereof: Effective Time, all outstanding options (iall such options, "1992 Plan Options") 11,741,300 to acquire shares of Occam Company Common Stock are subject granted to issuance pursuant to outstanding options to purchase Occam Common Stock employees 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 Occam GeoWaste Incorporated 1992 Stock Option Plan (each an the "Occam Option1992 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 (ii) 188,235 the 1996 Plan and all outstanding warrants issued by the Company prior to the date of this Agreement to purchase shares of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Company Common Stock (the "Occam Preferred Warrants"). All shares of Occam Common Stock , shall be assumed by Parent and Series B Preferred Stock subject to issuance as aforesaid, shall be exercisable upon issuance on the same terms and conditions specified as under the applicable Warrant, the 1992 Plan and option agreements issued thereunder or, in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) case of the Occam Schedules sets forth CEO/CFO Options, the following information with respect to each Occam Option outstanding as of the date of this Agreement: 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 particular plan nearest share) equal to the product of (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iiiy) the number of shares of Occam Company Common Stock subject to such Occam the original 1992 Plan Option; , CEO/CFO Option or Warrant and (ivz) the Exchange Ratio, and (ii) the option exercise price or warrant exercise price per share of such Occam Option; Parent Stock shall be an amount equal to (vy) the date on which such Occam option exercise price or warrant exercise price per share of Company Common Stock under the original 1992 Plan Option, CEO/CFO Option was granted; and or Warrant, as applicable, in effect immediately prior to the Effective Time divided by (viz) the applicable vesting scheduleExchange 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). Occam has delivered No payment shall be made for fractional interest. The date of grant or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock optionsissuance, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of applicable, shall be the date of this Agreement: the 1992 Plan Option, CEO/CFO Option or Warrant was originally granted or issued, as applicable. Parent shall (i) the name of the holder of such Preferred Warrant; (ii) reserve for issuance the number of shares of Series B Preferred Parent Stock that will 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 Occam Preferred Warrant1992 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 "incentive stock options" (as defined in Section 422 of the Code) 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 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 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 (iii3) 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 first two (2) days of February 1999. The holders of the Warrants 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 any brokerage and sales commissions in connection with the sale of shares of Parent Stock under the Shelf Registration Statement. (b) At the Effective Time, each option (each, a "1996 Plan Option") to acquire shares of Company Common Stock granted to directors prior to the 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 Company to acquire shares of Company Common Stock issued prior to the date of this Agreement other than pursuant to the 1992 Plan and the 1996 Plan outstanding immediately prior thereto shall be converted into and represent the right to receive (i) the Merger Consideration into which the share or shares of Company Common Stock issuable upon exercise of such Company Option would have been converted if such 1996 Plan Option or Chairman Option, as applicable, had been exercised immediately prior to the Effective Time, reduced by (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 Occam Preferred Warrant; 1996 Plan Option or Chairman Option, as applicable, and (iv2) the date on amount of any withholding taxes which may be required thereon, times (y) the Exchange Ratio. All such 1996 Plan Options and Chairman Options shall no longer be outstanding and shall automatically be canceled, retired and extinguished and shall cease to exist, and each Option Certificate shall thereafter represent the right to receive, upon surrender of such Option Certificate in accordance with Section 2.3, the Merger Consideration into which such Occam Preferred Warrant was issued; 1996 Plan Options and (vChairman 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 same manner as provided in Section 2.3(e) the applicable vesting schedule. Occam has delivered or made available with respect to ANI accurate and complete copies exchanges of all warrant agreements evidencing the Occam Preferred WarrantsStock Certificates.

Stock Options and Warrants. As (a) At the 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 the date hereof: (i) 11,741,300 shares of Occam HearMe Common Stock are subject as the holder of such Target Option would have been entitled to issuance receive pursuant to outstanding options the Merger had such holder exercised such option in full immediately prior to purchase Occam Common Stock under the Occam Stock Option Plan Effective Time, and 29,500 shares of Occam Stock are subject the Cash Component been zero (rounded down to issuance pursuant the nearest whole number), at a price per share (rounded up to outstanding options the nearest whole cent) equal to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to which such Occam Target Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred 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 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 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 related stock option agreements and stock purchase agreements entered into under the Target Option Plan. The vesting schedule of the Target Options shall not accelerate, and if necessary, Target shall amend the Target Option Plan to provide that such schedule will not accelerate, as a result of the Merger, PROVIDED, HOWEVER, that all options held by non-employee advisors shall 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 terms of the 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 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 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 whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the 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 terms 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 same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that whole number of shares of HearMe Common Stock (rounded down to the nearest whole share) into which the number of shares of Target Common Stock subject to such Occam Preferred Warrant; Target Warrant would be converted under Section 2.1(c) (iiicalculated as if the Cash Component were zero), and (B) the exercise price per share of HearMe Common Stock shall be an amount equal to the exercise price per share of Target Common Stock subject to such Occam Preferred Warrant; Target Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (ivthe exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to Target in the warrant 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 date contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. HearMe shall (i) on which such Occam Preferred Warrant was issued; or prior to the Effective Time, reserve for issuance the number of shares of HearMe Common Stock that will become subject to warrants to purchase HearMe Common Stock ("HEARME WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the 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 (viii) as promptly as practicable following the applicable vesting schedule. Occam has delivered or made available Effective Time, issue to ANI accurate and complete copies each holder of all warrant agreements an outstanding Target Warrant a document evidencing the Occam Preferred Warrantsforegoing assumption by HearMe.

Stock Options and Warrants. As of (a) At the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to Effective Time, each outstanding options to purchase Occam Common Stock Target Option under the Occam Stock Target Option Plan Plan, whether vested or unvested, shall be assumed by Acquiror and 29,500 shares of Occam Stock are subject deemed to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan constitute an option (each an a "Occam OptionACQUIROR 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 aforesaidacquire, upon issuance on the same terms and conditions specified in as were applicable under the instruments Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to which they are issuablethe Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bat a price per share (rounded up to the nearest whole cent) of the Occam Schedules sets forth the following information with respect equal to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to which such Occam Target Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; provided, however, that, -------- ------- in the case of any Target 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 Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, 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 related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as practicable after the Effective Time, Acquiror 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 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use best efforts to ensure, 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 qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. As soon as practicable after the Effective Time and in any event no later than 10 business days after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such Occam Preferred options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) Each Target Warrant; , to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and without any further action on the part of Target or the holder of any of Target Warrants (iiiunless further action may be required by the terms of any of Target Warrants), be assumed by Acquiror and each Target Warrant assumed by Acquiror shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that whole number of shares of Acquiror Common Stock (rounded to the nearest whole share) into which the number of shares of Target Common Stock subject to such Target Warrant would be converted under Section 2.1(c), and (B) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time divided by the Exchange Ratio (the exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to Target in the warrant agreements underlying Target Warrants shall be deemed to refer to Acquiror. Acquiror 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 supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (iii) as promptly as practicable following the Effective Time, issue to each holder of an outstanding Target Warrant a document evidencing the foregoing assumption by Acquiror. (e) Employees of Target as of the Effective Time shall be permitted to participate in the ESPP commencing on the first enrollment date following the Effective Time, subject to compliance with the eligibility and other provisions of such Occam Preferred Warrant; plan. (ivf) Employees of Target at the date on Effective Time will be provided with employee benefit plans by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such Occam Preferred Warrant was issued; employees than those provided from time to time by Acquiror and (v) its Subsidiaries to similarly situated employees. If any employee of Target becomes a participant in any employee benefit plan, program, policy or arrangement of Acquiror, such employee shall be given credit for all service prior to the applicable vesting schedule. Occam has delivered Effective Time with Target to the extent permissible under such plan, program, policy or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsarrangement.

Stock Options and Warrants. As (a) At the 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 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 Company, including, without limitation, 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 Occam Company’s 1996 Employee Stock Option Plan (each an "Occam Option"as amended) and 1996 Stock Plan for Non-Employee Directors (ii) 188,235 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 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 Company Common Stock and Series B Preferred Stock 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 issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments 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 applicable Company Option Plan and the following information with respect to each Occam agreement evidencing the grant thereunder of such Assumed Option outstanding as (other than the provisions thereof providing for termination of such Assumed Option at the date of this Agreement: Effective Time); provided, however, that (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Parent Common Stock subject to such Occam Option; (iv) the purchasable upon exercise price of such Occam Option; (v) the date on which such Occam Assumed Option was granted; and (vi) the applicable vesting schedule. Occam has delivered or made available shall be equal to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred 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 “Cause” (as defined in the applicable Company Option Plan) 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 fullest extent possible, with Section 424(a) of the Code. 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 Occam Preferred 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 Warrant is not exercised prior to the Effective Time, Parent shall assume the Company Warrant in accordance with its terms at the Effective Time by executing a supplemental agreement with the holder of the Company Warrant in accordance with the terms of the Company Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.

Stock Options and Warrants. As of the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to At the Effective Time, all issued and outstanding warrants and options to purchase Occam Xxxxx Xxxxx Series A-1 Preferred Stock, Xxxxx Xxxxx Series B-1 Preferred Stock, and Xxxxx Xxxxx Common Stock then outstanding under the Occam White Amber's 2000 Stock Option Plan and 29,500 shares of Occam Plan/Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Issuance Plan (each an "Occam OptionWHITE AMBER'S STOCK PLAN") or otherwise shall be cancelled and terminated and shall not be converted into the right to receive any consideration whatsoever in the Merger. (ii) 188,235 shares of Occam Series B Preferred Stock are reserved for issuance under At the Effective Time, all issued and outstanding warrants to purchase Xxxxx Xxxxx Series B C Preferred Stock Stock, whether vested or unvested, shall be assumed by Recruitsoft (the each, an "Occam Preferred WarrantsASSUMED WARRANT"). All shares of Occam Common Stock Each Assumed Warrant so assumed by Recruitsoft under this Agreement shall continue to have, and Series B Preferred Stock be subject to issuance as aforesaidto, upon issuance on the same terms and conditions specified set forth in the instruments pursuant agreements governing such Assumed Warrant immediately prior to which they are issuablethe Effective Time, 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 each Occam Option outstanding as of the date of this Agreement: except that (i) such Assumed Warrant shall be exercisable (when vested) for that number of whole shares of Series D Preferred Stock equal to the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name product of the optionee; (iii) the number of shares of Occam Common Xxxxx Xxxxx Series C Preferred Stock subject to such Occam Option; (iv) the that were issuable upon exercise price of such Occam Option; (v) Assumed Warrants multiplied by the date on which such Occam Option was granted; and (vi) Exchange Ratio, rounded down to the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the nearest whole number of shares of Series B D Preferred Stock, and (ii) the per share exercise price for the shares of Series D Preferred Stock subject issuable upon exercise of such Assumed Warrant shall be equal to the quotient obtained by dividing the exercise price per share of Xxxxx Xxxxx Series C Preferred Stock at which such Occam Preferred Warrant; Assumed Warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. (iii) Within 30 business days after the exercise price 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 foregoing assumption of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Assumed Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsby Recruitsoft.

Stock Options and Warrants. As of (a) Prior to the date hereof: Effective Time, the NTS Board (or, if appropriate, any committee thereof) and the Xxxxxx Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide that: (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 Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding effective as of the date of this Agreement: , all outstanding stock options under the Xxxxxx Traffic Systems, Inc. 1999 Incentive Stock Option Plan (ithe "NTS Stock Option Plan") shall become fully exercisable and shall remain fully exercisable until immediately prior to the particular plan (if any) pursuant Effective Time; provided that such full exercisability shall be subject to which 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 Occam Option was grantedoptions shall be effective immediately prior to the Effective Time; and (ii) the name effective as of the optionee; Effective Time, all the outstanding stock options under the NTS Stock Option Plan which have not been exercised (iiithe "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 Occam 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 Occam Optionmultiplication shall be eliminated; and (ivB) 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 Occam 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 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 be rounded up to 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 (vthe "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 of Section 2.2(a) hereof as soon as practicable after the date on which such Occam of execution of this Agreement. (c) NTS shall take all actions so that following the Effective Time no holder of an NTS Stock Option was granted; and (vi) the applicable vesting schedule. Occam has delivered or made available any participant in any stock option, stock appreciation, performance unit or similar plan, agreement or arrangement of NTS shall have any right thereunder to ANI accurate and complete copies acquire capital stock of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) NTS or of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding Surviving Corporation. NTS will take all actions so that, as of the date 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 this Agreement: NTS or the Surviving Corporation or to receive any 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 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 Effective Time, the NTS Board and the Xxxxxx Board shall adopt appropriate resolutions and take all other actions necessary to 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 name product of the holder of such Preferred Warrant; (iix) the number of shares of Series B Preferred 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 Occam Preferred Warrantmultiplication shall be eliminated; and (iiiii) 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, provided that such Occam Preferred Warrant; exercise price shall be rounded up to the nearest tenth of a cent. (ivf) Xxxxxx agrees that it shall take all action necessary, on or prior to the date on which such Occam Preferred Warrant was issued; Effective Time, to authorize and (v) the applicable vesting schedule. Occam has delivered reserve a number of shares of Xxxxxx Common Stock sufficient for issuance upon exercise of options or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantswarrants as contemplated by this Section 2.2.

Stock Options and Warrants. (a) As of the date hereof: PhoneTel Effective Time, (i) 11,741,300 shares of Occam each outstanding option to purchase PhoneTel Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under (collectively, 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 Occam Stock Option Plan "PhoneTel Options") shall be ---------------- converted into an -7- option (each an "Occam Adjusted PhoneTel 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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Davel ------------------------ Common Stock equal to the number of shares of PhoneTel Common Stock subject to such Occam Optionoptions immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to PhoneTel shall be deemed to refer to Davel, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect -------- ------- to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code shall be effected so as not to constitute a modification, extension or renewal of such option under Section 424(a) of the Code, (ii) Davel shall assume the obligations of PhoneTel under the PhoneTel Options, (iii) each outstanding warrant to purchase PhoneTel Common Stock (the "PhoneTel Warrants") shall be converted into a warrant (an ----------------- "Adjusted PhoneTel Warrant") to purchase the number of shares of Davel Common ------------------------- Stock equal to the number of shares of PhoneTel Common Stock subject to such PhoneTel Warrants immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock subject to such PhoneTel Warrant divided by the Exchange Ratio (rounded to the nearest whole cent), and all references in each such PhoneTel Warrant to PhoneTel shall be deemed to refer to Davel, where appropriate and (iv) Davel shall assume the exercise price obligations of such Occam Option; (v) PhoneTel under the PhoneTel Warrants. The other terms of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant, and the plans or agreements under which they were issued, if any, shall continue to apply in accordance with their terms. The date of grant of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant shall be the date on which such Occam the corresponding PhoneTel Option or PhoneTel Warrant was granted; . (b) PhoneTel and (vi) Davel agree that each of the applicable vesting schedule. Occam has delivered PhoneTel equity-based compensation plans (the "PhoneTel Stock Option Plans"), programs or made available --------------------------- agreements and each of the applicable Davel equity-based compensation plans (the "Davel Stock Option Plans") shall be amended, to ANI accurate and complete copies the extent necessary, to ------------------------ reflect the transactions contemplated by this Agreement, including, without limitation, the conversion of all stock option plans each share of PhoneTel Common Stock held or to be awarded or paid pursuant to which Occam has ever granted stock optionssuch plans, programs or agreements into shares of Davel Common Stock on a basis consistent with the transactions contemplated by this Agreement. PhoneTel and Davel shall submit such amendments to the forms Davel Stock Option Plans or such PhoneTel Stock Option Plans, programs or agreements to their respective stockholders, if such submission is determined to be necessary by counsel to PhoneTel or Davel after consultation with one another to preserve the benefits of all stock option agreements evidencing the PhoneTel Options; provided, however, that such options-------- ------- approval shall not be a condition to the consummation of the Transactions. Schedule 2.2(bNo options or other awards shall have been made under any Davel Stock Option Plan, including the Davel Communications, Inc. 2000 Long-Term Equity Incentive Plan (in accordance with the following sentence, the "New Plan"), or any PhoneTel -------- Stock Option Plan at or prior to the PhoneTel Effective Time. Pursuant to Section 7.05 below, the New Plan shall be amended, as of the PhoneTel Effective Time, in substantially the form attached hereto as Exhibit C (the "Amended ------- Plan") to increase the number of options reserved and available for grant under ---- such plan, as necessary to permit four percent (4%) of the Occam Schedules also sets forth shares of Davel Common Stock outstanding immediately after the following information with respect to each Occam Preferred Warrant outstanding as PhoneTel Effective Time, on a fully-diluted basis, and including all shares reserved for grant under the Amended Plan. (c) As of the date of this Agreement: PhoneTel Effective Time, Davel shall (i) reserve for issuance the name number of shares of Davel Common Stock that shall become subject to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options and (ii) issue or cause to be issued the appropriate number of shares of Davel Common Stock pursuant to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options, upon the exercise or maturation of rights existing thereunder on the PhoneTel Effective Time or as thereafter granted or awarded. No later than the PhoneTel Effective Time, Davel shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 (or other --- appropriate form) registering a number of shares of Davel Common Stock necessary to fulfill Davel's obligations under this Section 2.05. Such registration statement shall be kept effective (and the current status of the holder prospectus required thereby shall be maintained), if then required by the SEC, for at least as long as any Adjusted PhoneTel Options remain outstanding. (d) As soon as practicable after the PhoneTel Effective Time, Davel shall deliver to the holders of PhoneTel Options and PhoneTel Warrants appropriate notices setting forth (i) such Preferred Warrant; holders' rights pursuant to the respective plans and agreements evidencing the grants of the related PhoneTel Options and PhoneTel Warrants, (ii) the number of shares Shares of Series B Preferred Davel Common Stock subject to for which such Occam Preferred Warrant; holder's Adjusted PhoneTel Options or Adjusted PhoneTel Warrants are then exercisable and the exercise price therefor, and (iii) that such PhoneTel Options and PhoneTel Warrants and the exercise price of such Occam Preferred Warrant; related plans, programs and agreements shall be assumed by Davel and shall continue in effect on the same terms and conditions (iv) subject to the date on which such Occam Preferred Warrant was issued; and (v) adjustments required by this Section 2.05 after giving effect to the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsPhoneTel Merger).

Stock Options and Warrants. (a) As of the date hereof: PhoneTel Effective Time, (i) 11,741,300 shares of Occam each outstanding option to purchase PhoneTel Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under (collectively, 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 Occam Stock Option Plan "PhoneTel Options") shall be converted into an option (each an "Occam Adjusted PhoneTel 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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Davel Common Stock equal to the number of shares of PhoneTel Common Stock subject to such Occam Optionoptions immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to PhoneTel shall be deemed to refer to Davel, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code shall be effected so as not to constitute a modification, extension or renewal of such option under Section 424(a) of the Code, (ii) Davel shall assume the obligations of PhoneTel under the PhoneTel Options, (iii) each outstanding warrant to purchase PhoneTel Common Stock (the "PhoneTel Warrants") shall be converted into a warrant (an "Adjusted PhoneTel Warrant") to purchase the number of shares of Davel Common Stock equal to the number of shares of PhoneTel Common Stock subject to such PhoneTel Warrants immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock subject to such PhoneTel Warrant divided by the Exchange Ratio (rounded to the nearest whole cent), and all references in each such PhoneTel Warrant to PhoneTel shall be deemed to refer to Davel, where appropriate and (iv) Davel shall assume the exercise price obligations of such Occam Option; (v) PhoneTel under the PhoneTel Warrants. The other terms of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant, and the plans or agreements under which they were issued, if any, shall continue to apply in accordance with their terms. The date of grant of each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant shall be the date on which such Occam the corresponding PhoneTel Option or PhoneTel Warrant was granted; . (b) PhoneTel and (vi) Davel agree that each of the applicable vesting schedule. Occam has delivered PhoneTel equity-based compensation plans (the "PhoneTel Stock Option Plans"), programs or made available agreements and each of the applicable Davel equity-based compensation plans (the "Davel Stock Option Plans") shall be amended, to ANI accurate and complete copies the extent necessary, to reflect the transactions contemplated by this Agreement, including, without limitation, the conversion of all stock option plans each share of PhoneTel Common Stock held or to be awarded or paid pursuant to which Occam has ever granted stock optionssuch plans, programs or agreements into shares of Davel Common Stock on a basis consistent with the transactions contemplated by this Agreement. PhoneTel and Davel shall submit such amendments to the forms Davel Stock Option Plans or such PhoneTel Stock Option Plans, programs or agreements to their respective stockholders, if such submission is determined to be necessary by counsel to PhoneTel or Davel after consultation with one another to preserve the benefits of all stock option agreements evidencing the PhoneTel Options; provided, however, that such optionsapproval shall not be a condition to the consummation of the Transactions. Schedule 2.2(bNo options or other awards shall have been made under any Davel Stock Option Plan, including the Davel Communications, Inc. 2000 Long-Term Equity Incentive Plan (in accordance with the following sentence, the "New Plan"), or any PhoneTel Stock Option Plan at or prior to the PhoneTel Effective Time. Pursuant to Section 7.05 below, the New Plan shall be amended, as of the PhoneTel Effective Time, in substantially the form attached hereto as Exhibit C (the "Amended Plan") to increase the number of options reserved and available for grant under such plan, as necessary to permit four percent (4%) of the Occam Schedules also sets forth shares of Davel Common Stock outstanding immediately after the following information with respect to each Occam Preferred Warrant outstanding as PhoneTel Effective Time, on a fully-diluted basis, and including all shares reserved for grant under the Amended Plan. (c) As of the date of this Agreement: PhoneTel Effective Time, Davel shall (i) reserve for issuance the name number of shares of Davel Common Stock that shall become subject to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options and (ii) issue or cause to be issued the appropriate number of shares of Davel Common Stock pursuant to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options, upon the exercise or maturation of rights existing thereunder on the PhoneTel Effective Time or as thereafter granted or awarded. No later than the PhoneTel Effective Time, Davel shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 (or other appropriate form) registering a number of shares of Davel Common Stock necessary to fulfill Davel's obligations under this Section 2.05. Such registration statement shall be kept effective (and the current status of the holder prospectus required thereby shall be maintained), if then required by the SEC, for at least as long as any Adjusted PhoneTel Options remain outstanding. (d) As soon as practicable after the PhoneTel Effective Time, Davel shall deliver to the holders of PhoneTel Options and PhoneTel Warrants appropriate notices setting forth (i) such Preferred Warrant; holders' rights pursuant to the respective plans and agreements evidencing the grants of the related PhoneTel Options and PhoneTel Warrants, (ii) the number of shares Shares of Series B Preferred Davel Common Stock subject to for which such Occam Preferred Warrant; holder's Adjusted PhoneTel Options or Adjusted PhoneTel Warrants are then exercisable and the exercise price therefor, and (iii) that such PhoneTel Options and PhoneTel Warrants and the exercise price of such Occam Preferred Warrant; related plans, programs and agreements shall be assumed by Davel and shall continue in effect on the same terms and conditions (iv) subject to the date on which such Occam Preferred Warrant was issued; and (v) adjustments required by this Section 2.05 after giving effect to the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsPhoneTel Merger).

Stock Options and Warrants. As of (a) At the date hereof: Effective Date, all options and warrants (icollectively the "Options") 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to then outstanding options to purchase Occam Common Stock under the Occam Amrion's Non-Qualified 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 Occam Non-Employee Director Stock Option Plan (each an collectively the "Occam OptionOption 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 (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 aforesaid, upon issuance on the terms and conditions specified 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 instruments pursuant nearest whole share) into which the number of shares of Amrion Common Stock subject to which they are issuable, such Option immediately prior to the Effective Date would be duly authorized, validly issued, fully paid 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 nonassessable(C) no payment shall be made for fractional interests. Schedule 2.2(b) of the Occam Schedules sets forth the following information with respect to each Occam Option outstanding as of 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. (ib) It is intended that the particular plan (if any) pursuant assumed Options, as set forth herein, shall not give to any holder thereof any benefits in addition to those which such Occam Option was granted; (ii) holder had prior to the name assumption of the optionee; (iii) the Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of Occam WFM Common Stock subject to such Occam Option; (iv) the for delivery upon 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth Options. As soon as practicable after the following information 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 successor form) with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.WFM 3

Stock Options and Warrants. As (a) Prior to the Effective Time, TriSummit and TriSummit Bank, a Tennessee chartered financial institution and wholly owned subsidiary of the date hereof: TriSummit, will use commercially reasonable efforts to amend each option award granted and outstanding (ieach a “TriSummit Option Award”) 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 TriSummit Bank Amended and 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Restated Stock Option Plan (the “TriSummit Stock Plan”) so as to cancel and terminate, effective immediately prior to the Effective Time, 50% of the rights then outstanding to acquire shares of TriSummit Common Stock and/or TriSummit Series A Preferred Stock under such TriSummit Option Award (the “Terminated Option Rights”). (b) At the Effective Time, the rights under each TriSummit Option Award (other than Terminated Option Rights) that is amended pursuant to Section 1.5(a) shall, without any action on the part of HomeTrust, TriSummit or the holder thereof, cease to represent a right to acquire shares of TriSummit Common Stock or TriSummit Series A Preferred Stock, and shall be assumed and converted automatically into an option (each an "Occam “Adjusted Option"”) and (ii) 188,235 to purchase a number of 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 HomeTrust Common Stock and Series B Preferred Stock subject equal to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: product obtained by multiplying (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam TriSummit Common Stock and TriSummit Series A Preferred Stock subject to such Occam Option; (iv) the exercise price of such Occam Option; (v) the date on which such Occam each TriSummit 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding Award as of the date of this Agreement: Effective Time (ii.e. after taking into account the cancellations and terminations contemplated by Section 1.5(a) the name of the holder of such Preferred Warrant; above) by (ii) the Adjusted Option Exchange Ratio (as defined below), rounded to the nearest whole number of shares of Series B Preferred HomeTrust Common Stock. Each Adjusted Option shall have an exercise price per share of HomeTrust Common Stock equal to (x) $10 (the per share exercise price under each TriSummit Option Award) divided by (y) the Adjusted Option Exchange Ratio, rounded to the nearest whole cent. Each Adjusted Option shall otherwise be subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) same terms and conditions applicable to the date on which such Occam Preferred Warrant was issued; corresponding TriSummit Option Award under the TriSummit Stock Plan and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing grants thereunder, including vesting terms. For purposes hereof, “Adjusted Option Exchange Ratio” means the Occam Preferred Warrantsquotient of $8.80 divided by the HomeTrust Average Closing Price rounded to the nearest one ten thousandth; provided however, if the HomeTrust Average Closing Price is equal to or less than $19.05, the Adjusted Option Exchange Ratio shall be fixed at .4619, or if the HomeTrust Average Closing Price is equal to or greater than $20.96, the Adjusted Option Exchange Ratio shall be fixed at .4198. The Parties intend that the partial assumption of options herein shall be effected in a manner that satisfies the requirements of Section 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 1.5(b) shall be construed consistent with this intent.

Stock Options and Warrants. As The Company agrees to use its best efforts, including without limitation additional actions by its Board of Directors or the date hereof: (i) 11,741,300 shares of Occam Common committee thereof which administers the Company Stock are subject Option Plan, to issuance pursuant cause to outstanding options be made such clarifications, modifications, amendments or supplements to purchase Occam Common Stock under the Occam Company Stock Option Plan and 29,500 shares of Occam to the agreements evidencing outstanding Company Stock are subject Options to issuance pursuant give effect to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "Occam Option") following desires 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 aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) intentions of the Occam Schedules sets forth the following information parties with respect to each Occam Option Company Stock Options which remain outstanding as immediately prior to the Effective Time: (a) Company Stock Options held by persons who are officers or employees of the date of this Agreement: (i) Company at the particular plan (if any) pursuant Effective Time shall become options to which purchase, for the same aggregate consideration payable to exercise such Occam Option was granted; (ii) the name of the optionee; (iii) Options, the number of shares of Occam 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 Occam Option; Paragraph, subject to subsection (ive) below; (e) Company Stock Options held by an officer or employee of the exercise price 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 subsidiary of Conseco; (f) Company Stock Options held by an officer subject to Section 16 of the Exchange Act who would incur liability under Section 16(b), if such Occam Option; (v) Options were to be exercised on the date on which such Occam Option was granted; and options would otherwise expire under subsections (vib), (c), (d) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options(e) above, and the forms of all stock option agreements evidencing such options. Schedule 2.2(bshall otherwise remain exercisable for five (5) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of business days from the date of this Agreement: after which no such liability would be incurred; and (ig) the name of the holder of such Preferred Warrant; (ii) the Conseco shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Series B Preferred Conseco Common Stock for delivery upon exercise of the Company Stock Options assumed in accordance with this Section 5.3. As soon as practicable after the Effective Time, Conseco shall file a registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the shares of Conseco Common Stock subject to such Occam Preferred Warrant; (iii) the exercise price Company Stock Options and shall use its best efforts to maintain the effectiveness of such Occam Preferred Warrant; registration statement or registration statements (ivand maintain the current status of the prospectus or prospectuses contained therein) for so long as Company Stock Options remain outstanding. If necessary to 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 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 which the date hereof and the changes thereto, as described in the Disclosure Schedule, no options, warrants or other rights of any kind to purchase capital stock of the Company shall be granted or made, under the Company Stock Plan or otherwise, and no amendment, repricing or other change to the outstanding Company Stock Options shall be made, without the prior written consent of Conseco, and any such Occam Preferred Warrant was issued; grant, issuance, amendment, repricing or other change without Conseco's consent shall be null, void and (v) unenforceable against the applicable vesting schedule. Occam has delivered Surviving Corporation or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsConseco.

Stock Options and Warrants. As (a) At the Effective Time, each outstanding option to purchase shares of GEXA Common Stock that is listed in Section 2.3(a) of the date hereof: Disclosure Schedule (ia “Stock Option”) 11,741,300 and each outstanding warrant to purchase shares of Occam GEXA Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under that is listed in Section 2.3(a) of the Occam Disclosure Schedule (a “Warrant”), in each case, whether vested or unvested, shall be assumed by FPL Group. At the Effective Time, each 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 Occam Stock Option Plan (each an "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 aforesaidWarrant shall be deemed, upon issuance without further action on the part of FPL Group or the holders of such Stock Options or Warrants, to constitute an option or warrant, as applicable, to acquire, on the same terms and conditions specified as were applicable under such Stock Option or Warrant (except to the extent that such terms and conditions may be altered in accordance with their terms as a result of the instruments pursuant transactions contemplated hereby including accelerated vesting of Stock Options and Warrants which shall occur by virtue of consummation of the Merger to which they are issuable, would be duly authorized, validly issued, fully paid the extent required with respect to the Stock Options and nonassessable. Schedule 2.2(bWarrants set forth in Section 3.1(c) of the Occam Schedules sets forth GEXA Disclosure Schedule), shares of FPL Group Common Stock in such amount and at the following information with respect to each Occam Option outstanding as of the date of this Agreement: exercise price provided below: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam FPL Group Common Stock to be subject to such Occam Option; the Stock Option or Warrant shall be equal to the product (iv) the 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 rounded to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(bfour decimal points) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (iix) the number of shares of Series B Preferred GEXA Common Stock subject to the Stock Option or Warrant and (y) the Exchange Ratio; (ii) the exercise price per share of each Stock Option or Warrant shall be an amount (rounded to the nearest $0.01) equal to (x) the exercise price per share of GEXA Common Stock subject to such Occam Preferred WarrantStock Option or Warrant divided by (y) the Exchange Ratio; and (iii) in accordance with the terms of the Stock Option Agreements under which the 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 Occam Preferred Warrant; Stock Option shall be effected in a manner consistent with the requirements of sections 424(a) and (ivh) of the date Code. (b) As soon as practicable after the Effective Time, FPL Group shall deliver to the holders of Stock Options and 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 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 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 2.3. No later than the Effective Time, FPL Group shall prepare and file a registration statement or registration statements on the 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 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 and warrants remain outstanding and cause such shares to be listed on NYSE (or such other exchange on which such Occam Preferred Warrant was issued; and (vthe FPL Group Common Stock is listed) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsupon issuance.

Stock Options and Warrants. As (a) In accordance with the terms of the Company's 2000 Stock Incentive Plan (the "2000 Plan") and the 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 "Option") granted under the Company Stock Plans with an exercise price equal to or less than $4.66 (the "In-The-Money Options") shall accelerate and be exercisable in full immediately prior to the Effective Time. At the Effective Time, each holder of an In-The-Money Option that has not been exercised prior to the Effective Time shall be entitled to receive, in respect of each Share subject to all In-The-Money Options then held by such holder, a number of shares of Parent Common Stock equal to the remainder of (i) (A) the Share Exchange Ratio multiplied by (B) the 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 holder's In-The-Money Options divided by (y) $24.60 (the "Signing Price"). Immediately upon the conversion of the In-The-Money Options into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(a), the In-The-Money Options shall terminate. The Options that are not In-The-Money Options (the "Underwater Options") shall terminate immediately prior to the Effective Time, in the 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 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 In-The-Money Options. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(a), in lieu thereof, the holder of such 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 entitled to receive, in respect of each Share subject to the Warrant (as defined below), a number of shares of Parent Common Stock equal to the remainder of (i) (A) the 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), in lieu thereof, the holder of the Warrant shall receive cash in accordance with Section 2.2(c). Prior to or as of the 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 Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred the Warrant has agreed with the Company in writing to the effect of the Merger on the Warrant as described in this Section 2.4(b). For purposes hereof, "Warrant; (ii) " shall mean the number of shares of Series B Preferred Stock subject Purchase Warrant dated November 9, 2000 issued by the Company to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsXxxxxxxx & Xxxxxxxx LLP.

Stock Options and Warrants. As of (a) At the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to Effective Time, each outstanding options to purchase Occam Common Stock Target Option under the Occam Stock Target Option Plan Plan, whether vested or unvested, shall be assumed by Acquiror and 29,500 shares of Occam Stock are subject deemed to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan constitute an option (each an a "Occam OptionACQUIROR 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 aforesaidacquire, upon issuance on the same terms and conditions specified in as were applicable under the instruments Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to which they are issuablethe Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bat a price per share (rounded up to the nearest whole cent) of the Occam Schedules sets forth the following information with respect equal to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to which such Occam Target Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target 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 Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, 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 related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as practicable after the Effective Time, Acquiror 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 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use best efforts to ensure, 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 qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. No later than the fifth business day after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such Occam Preferred options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) Each Target Warrant; , to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and without any further action on the part of Target or the holder of any of Target Warrants (iiiunless further action may be required by the terms of any of Target Warrants), be assumed by Acquiror and each Target Warrant assumed by Acquiror shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that whole number of shares of Acquiror Common Stock (rounded down to the nearest whole share) into which the number of shares of Target Common Stock subject to such Target Warrant would be converted under Section 2.1(c), and (B) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Common Stock subject to such Occam Preferred Warrant; Target Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (ivthe exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to Target in the warrant agreements underlying Target Warrants shall be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the date contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on which such Occam Preferred Warrant was issued; or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (viii) as promptly as practicable following the applicable vesting schedule. Occam has delivered or made available Effective Time, issue to ANI accurate and complete copies each holder of all warrant agreements an outstanding Target Warrant a document evidencing the Occam Preferred Warrantsforegoing assumption by Acquiror.

Stock Options and Warrants. As of the date hereof: WPZ shall cause each (i) 11,741,300 outstanding option, warrant, stock appreciation right, phantom stock award or performance award or similar right to acquire shares of Occam Common (collectively, the "Employee Options") under WPZ's 1997 Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under Awards Plan (the Occam "1997 Plan") and 1997 NonQualified Stock Option Plan For Non-Employee Directors (the "Directors Plan") and 29,500 shares the option agreements between WPZ and certain of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under its officers, directors, employees and consultants thereunder (collectively, the Occam "Stock Option Plan (each an Plans"Occam Option") ), and (ii) 188,235 any other option (including, without limitation, the options referred to on EXHIBIT 6.2), warrant (including without limitation, the warrants listed on EXHIBIT 6.2) or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred WPZ Common Stock (collectively, the "Occam Preferred WarrantsOther Options" and, together with the Employee Options, the "). All shares of Occam Common Stock and Series B Preferred Stock subject Options") to issuance as aforesaidbe (a) exercised prior to the Effective Time, upon issuance on or (b) surrendered by the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) holder or canceled by action of the Occam Schedules sets forth the following information with respect to each Occam Option outstanding Board of Directors of WPZ, as of the date Effective Time, at which time WPZ will pay to each holder of this Agreement: such canceled Option (whether or not such Option is then vested or exercisable), in settlement or cancellation thereof, an amount (subject to applicable withholding tax) in cash determined by multiplying (i) the particular plan (excess, if any) pursuant to which such Occam Option was granted; (ii) the name , of the optionee; (iii) Merger Consideration over the number of shares of Occam Common Stock subject to such Occam Option; (iv) 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; by (ii) the number of shares of Series B Preferred Stock subject Shares such holder could have purchased if such holder had exercised such Option in full immediately prior to such Occam Preferred Warranttime (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 understood that, although all Options that are Out of the Money Options will be deemed canceled and forfeited pursuant to this SECTION 4.5, the holder(s) thereof will not be entitled to receive any consideration therefor. Prior to the Effective Time, (iiii) WPZ shall obtain the consent, in form and substance satisfactory to Merger Subsidiary, of the holders of the Options issued pursuant to the Directors Plan to the cancellation of such Options as provided in this SECTION 4.5 and (ii) the exercise price of such Occam Preferred Warrant; (iv) Committee shall take the date on which such Occam Preferred Warrant was issued; actions and (v) make the applicable vesting schedule. Occam has delivered or made available determinations necessary to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.cause each outstanding

Stock Options and Warrants. As (a) At the 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 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 Company, including, without limitation, 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 Occam 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 an such Company Option (hereinafter, "Occam Assumed 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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 applicable Company Option Plan and the following information with respect to each Occam agreement evidencing the grant thereunder of such Assumed Option outstanding as (other than the provisions thereof providing for termination of such Assumed Option at the date of this Agreement: Effective Time); provided, however, that (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Parent Common Stock subject to such Occam Option; (iv) the purchasable upon exercise price of such Occam Option; (v) the date on which such Occam Assumed Option was granted; and (vi) the applicable vesting schedule. Occam has delivered or made available shall be equal to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred 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 "Cause" (as defined in the applicable Company Option Plan) 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 fullest extent possible, with Section 424(a) of the Code. 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 Occam Preferred 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 Warrant is not exercised prior to the Effective Time, Parent shall assume the Company Warrant in accordance with its terms at the Effective Time by executing a supplemental agreement with the holder of the Company Warrant in accordance with the terms of the Company Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrants.

Stock Options and Warrants. As (a) At the Effective Time, NSC's obligations with respect to each outstanding option to purchase shares of NSC Common Stock ("NSC Options") under NSC's Stock Option Plan, whether vested or unvested, will be assumed by Azurel. Each NSC Option so assumed by Azurel under this Agreement shall be subject to the date hereof: same terms and conditions set forth in NSC's Stock Option Plan as in effect immediately prior to the Effective Time, and (i) 11,741,300 such NSC Option will be exercisable for that number of shares of Occam Common Stock are subject equal to issuance pursuant to outstanding options to purchase Occam the product of the number of shares of NSC Common Stock that were purchasable under such NSC Option immediately prior to the Occam Stock Option Plan and 29,500 Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "Occam Option") Stock, and (ii) 188,235 the per share exercise price for the 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 issuable. upon exercise of such assumed NSC Option will be equal to the quotient determined by dividing the exercise price per share of NSC Common Stock at which such NSC Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and Series B Preferred Stock subject rounding the resulting exercise price up to issuance as aforesaidthe, upon issuance on nearest whole cent. Following the terms and conditions specified in the instruments pursuant to which they are issuableEffective Time, 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 Azurel will send to each Occam holder of an assumed NSC Option outstanding as of the date of this Agreement: a written notice setting forth (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock that are subject to such Occam assumed NSC Option; , and (ivii) the exercise price per share of Common Stock issuable upon exercise of such Occam assumed NSC Option; (v) .. In addition, Azurel shall file with the date SEC, no, later than coincident with the effectiveness of the a registration statement on which such Occam Option was granted; and (vi) Form S-8 registering the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies exercise of all stock option plans any NSC Options assumed by Azurel pursuant to which Occam has ever granted stock options, and this. Section 6.5 (to the forms extent the exercise of all stock option agreements evidencing such options. Schedule 2.2(boptions is eligible to be registered using a Form S-8 registration statement). (b) It is the intention of the Occam Schedules also sets forth parties that NSC Options assumed by Azurel qualify following the following information with respect Effective Time as incentive stock options as defined in the Code ("ISO's") to each Occam Preferred Warrant outstanding the extent such NSC Options qualified as of ISO's prior to the date of this Agreement: Effective Time. (ic) the name of the holder of such Preferred Warrant; (ii) the number of Azurel will reserve sufficient shares of Series B Preferred Azurel Common Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsfor issuance under this Section 5.5.

Stock Options and Warrants. As of (a) At the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to Effective Time, each then-outstanding options option to purchase Occam Common Stock Shares (collectively, the "Options") granted under the Occam 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 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan Agreements, dated December 29, 1997, between Company and each of Xxxxxxx Xxxxxxxxx and Xxxxxxxxx Xxxxxxxx (each collectively, the "Stock Option Plans"), whether or not then exercisable or fully vested, shall be assumed by Parent and shall constitute an option (a "Occam Substitute Option") to acquire, on substantially the same terms 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 substantially the same conditions as aforesaidwere applicable under such Option, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableincluding without limitation term, would be duly authorizedvesting, validly issuedexercisability, fully paid and nonassessable. Schedule 2.2(b) status as an "incentive stock option" under Section 422 of the Occam Schedules sets forth the following information with respect to each Occam Option outstanding Code (if applicable) or as an employee stock purchase plan option under Section 423 of the date of this Agreement: (i) the particular plan Code (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) applicable), and termination provisions, the number of shares of Occam common stock, par value $0.10 per share ("Parent Common Stock"), of Parent, rounded down to the nearest whole share (it being understood that the portion, if any, of 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 rounding), determined by multiplying the number of Common Shares subject to such Option immediately prior to the Effective Time 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 Options granted under the Stock Option Plans and take any such other action as may be reasonably necessary to give effect to the transactions contemplated by Section 2.2(a). (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 may be required under the Securities Act (as hereinafter defined), Parent will cause the shares of Parent Common Stock subject to such Occam Option; all then-outstanding Substitute Options to be covered by an effective registration statement on Form S-8 (ivor any successor form) or another appropriate form and Parent shall use its reasonable best efforts to maintain the exercise price effectiveness of such Occam Option; registration statement for so long as such Substitute Options remain outstanding. In addition, at such time (vif any) as such action may be required under the date 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 shares of Parent Common Stock subject to all then-outstanding Substitute Options to be listed on which the NYSE or such Occam Option was granted; other exchange, as the case may be. (d) At the Effective 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. (vi"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 applicable vesting schedule. Occam has delivered or made available to ANI accurate Share Purchase Agreement, dated April 13, 1995, between Cadre Technologies and complete copies of all stock option plans pursuant to which Occam has ever granted stock optionsStichting Administratiekantoor Cadmount, and the forms Warrant Certificate, dated January 1997, executed by Company in favor of all stock option agreements evidencing such options. Schedule 2.2(bXxxx de Vleeschauver (collectively, the "Warrant Documents") of the Occam Schedules also sets forth the following information with respect shall be canceled and retired and shall cease to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; exist, and (v) the applicable vesting schedule. Occam has no cash or other consideration shall be delivered or made available deliverable in exchange therefor. (e) Company shall use its best efforts to ANI accurate obtain all necessary waivers, consents or releases from holders of Warrants issued under or evidenced by the Warrant Documents and complete copies of all warrant agreements evidencing take such other action as may be reasonably necessary to give effect to the Occam Preferred Warrantstransactions contemplated by Section 2.2(d).

Stock Options and Warrants. As of (a) At the 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 Occam Stock Option Plan (each an "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 aforesaidEffective Time, upon issuance on the terms and conditions specified in the instruments 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 TPG's obligations with respect to each Occam then outstanding TPG Option outstanding shall be assumed by the Surviving Corporation. The TPG Options so assumed by the Surviving Corporation shall not expire and shall continue to have, and be subject to, the same terms and conditions as of set forth in the date of this Agreement: (i) the particular plan (if any) TPG Stock Option Plan and/or any agreements pursuant to which such Occam TPG Options were granted as in effect immediately prior to the Effective Time, except that (i) each TPG Option was granted; (ii) the name shall be exercisable for that number of the optionee; (iii) whole shares of Surviving Corporation Common Stock equal to the number of shares of Occam TPG Common Stock subject covered by such TPG Option immediately prior to such Occam Option; the Effective Time, multiplied by the TPG Exchange Ratio and rounded downward to the nearest whole number of shares of Surviving Corporation Common Stock, and (ivii) the exercise price of at which each such Occam Option; TPG Option is exercisable shall be divided by the TPG Exchange Ratio and then rounded upward to the nearest cent. (vb) At 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 plans pursuant to which Occam has ever granted stock optionsEffective Time, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information Lunn's obligations with respect to each Occam Preferred then outstanding Lunn Option and Lunn Warrant outstanding shall be assumed by the Surviving Corporatixx. The Lunn Optxxxx and Lunn Warrants so assumed by the Surviving Corporation sxxxx not expire axx xhall continue to have, and be subject to, the same terms and conditions as of set forth in the date of this Agreement: Lunn Stock Option Plan and/or any agreements pursuant to which such Lunn Xxxions and Lunn Warrants were granted as in effect immediately prixx xo the Effectixx Xime, except that (i) the name each Lunn Option or Lunn Warrant shall be exercisable for that number of the holder wholx xxares of such Preferred Warrant; (ii) Surxxxxng Corporation Common Stock equal to the number of shares of Series B Preferred Lunn Common Stock subject covered by such Lunn Option or Lunn Warrant immediatelx xxior to such Occam Preferred Warrant; the Effective Time, mulxxxxied by the Xxxx Exchange Ratio and rounded to the nearest whole number of shares of Xxxviving Corporation Common Stock, and (iiiii) the price at which each such Lunn Option or Lunn Warrant is exercisable shall be divided by the Lunn Xxxxange Ratio xxx then rounded to the nearest cent. (c) The Xxxviving Corporation shall reserve for issuance the aggregate number of shares of Surviving Corporation Common Stock that will become issuable upon the exercise price of the TPG Options, Lunn Options and Lunn Warrants as adjusted at the Effective Time in accoxxxxce with this XXXXION 4.3. (d) At the Effective Time, the Surviving Corporation shall adopt a Stock Option Plan in substantially the form set forth in EXHIBIT C and 300,000 shares of Surviving Corporation Common Stock shall be reserved for issuance upon exercise of options granted under such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsStock Option Plan.

Stock Options and Warrants. As (a) Systinet shall use its commercially reasonable efforts to obtain from each holder of a then outstanding option to purchase shares 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 date hereof: consummation of the Merger) an agreement, to be effective upon consummation of the Merger, to cancel such Systinet Option to the extent 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 such holder of an amount in cash in respect thereof equal to the product of (i) 11,741,300 shares the excess, if any, of Occam the Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under Price Per Share over 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 Occam Stock Option Plan (each an "Occam Option") per share exercise price thereof and (ii) 188,235 the number of then exercisable and vested (including those that become exercisable and vested as a result of the consummation of the Merger) shares of Occam Series B Preferred Systinet Common Stock are reserved for issuance subject thereto (such 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 “Cash Out Options.” (b) Upon consummation of the Merger, each then outstanding Systinet Option granted under warrants the Systinet Stock Plan that is not a Cash Out Option shall be assumed by Mercury in accordance with Section 4.9 hereof. (c) Systinet shall use its reasonable efforts to purchase Series B Preferred Stock obtain from each holder of a then outstanding warrant issued by Systinet (the "Occam Preferred “Systinet Warrants"). All shares of Occam Common Stock and Series B Preferred Stock subject ”) an agreement, to issuance as aforesaid, be effective upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) consummation of the Occam Schedules sets forth Merger, to cancel such Systinet Warrant in consideration of payment to such holder of an amount in cash in respect thereof equal to the following information with respect to each Occam Option outstanding as product of the date of this Agreement: (i) the particular plan (excess, if any) pursuant to which such Occam Option was granted; (ii) the name , of the optionee; (iii) Common Price Per Share over the number of shares of Occam Common Stock subject to such Occam Option; (iv) the per share exercise price of such Occam Option; (v) the date on which such Occam Option was granted; thereof and (vi) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Systinet Common Stock subject thereto (such payment to such Occam Preferred Warrant; be net of applicable withholding taxes). The Systinet Warrants subject to the agreement described in the preceding sentence shall be referred to as the “Cash Out Warrants.” (iiid) Payment of the exercise price consideration for each Cash Out Option and Cash Out Warrant shall be made as follows: (i) At the Closing, a portion of such Occam Preferred Warrantconsideration (before any required tax withholding) equal to the product obtained by multiplying (x) such consideration by (y) a fraction, the numerator of which shall be the amount of the Escrow Fund and the 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 (ivii) Within 10 business days after Closing, Mercury shall deliver to the date on which holder of such Occam Preferred Cash Out Option and Cash Out Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies remainder of all warrant agreements evidencing the Occam Preferred Warrantssuch consideration.

Stock Options and Warrants. (a) As soon as practicable after the execution of this Agreement, the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance Company shall, pursuant to outstanding options to purchase Occam Common Stock under the Occam Stock Option Plan Company's Amended and 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Restated 1994 Stock Option Plan (the "1994 Plan"), (i) notify each holder of an outstanding option issued pursuant to the 1994 Plan of the 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 then outstanding employee and consultant stock options and all non-employee director stock options, including without limitation, the 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 granted pursuant to resolutions of the Company's Board of Directors outside of any option plan. Notwithstanding the foregoing, under no circumstances shall the Company be required to offer any incentives or other consideration for the termination of such options. (b) Subject to Section 1.8(a) of this Agreement, at the Effective Time, each of the Company's 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 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 "Occam 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 take all actions necessary or reasonably requested by Parent to ensure that following the 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 interest in respect of the capital stock of the Company and any of its Subsidiaries will have any right thereunder to 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) 188,235 shares to register under the Securities Act of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Stock 1933 (the "Occam Preferred 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"). All At the Effective Time, each Company Warrant that is outstanding and has not been terminated, exercised or otherwise 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 Occam Common Stock and Series B Preferred Stock subject to issuance as aforesaid, upon issuance such security covered by such agreement based on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessableconversion of Company Common Shares into Parent Common Stock. Schedule 2.2(b) All of the Occam Schedules sets forth the following information with respect to each Occam Option 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 take all actions necessary or reasonably requested by Parent to ensure that following the Effective Time no 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, 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 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 particular plan (if any"1997 Warrants") pursuant to which such Occam Option was granted; in exchange for an aggregate of 158,512 Company Common Shares and (ii) agree to terminate the name of 1997 Unit Purchase Agreement. (g) Parent shall take all corporate action necessary (i) to reserve for issuance, and (ii) to register under the optionee; (iii) the Securities Act, a sufficient number of shares of Occam Parent Common Stock subject to such Occam Option; (iv) the for delivery upon 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information Company Warrants in accordance with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsSection 1.8.

Stock Options and Warrants. As of (a) At the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to Effective Time, each outstanding options to purchase Occam Common Stock Target Option under the Occam Stock Target Option Plan Plan, whether vested or unvested, shall be assumed by Acquiror and 29,500 shares of Occam Stock are subject deemed to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan constitute an option (each an a "Occam OptionACQUIROR 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 aforesaidacquire, upon issuance on the same terms and conditions specified in as were applicable under the instruments Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to which they are issuablethe Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bat a price per share (rounded up to the nearest whole cent) of the Occam Schedules sets forth the following information with respect equal to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to which such Occam Target Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target 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 Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, 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 related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as practicable after the Effective Time, Acquiror 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 after giving effect to the Merger). Acquiror shall comply with the terms of the 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 qualify as incentive stock options after the Effective Time, and this provision shall be interpreted consistent with that intent. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. As soon as practicable after the Effective Time and in any event no later than 30 days after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such Occam Preferred options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) Each Target Warrant; , to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and without any further action on the part of Target or the holder of any of Target Warrants (iiiunless further action may be required by the terms of any of Target Warrants), be assumed by Acquiror pursuant to such documentation as is reasonably acceptable to Target and each Target Warrant assumed by Acquiror shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that whole number of shares of Acquiror Common Stock (rounded down to the nearest whole share) into which the number of shares of Target Common Stock subject to such Target Warrant would be converted under Section 2.1(c), and (B) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Common Stock subject to such Occam Preferred Warrant; Target Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (ivthe exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to Target in the warrant agreements underlying Target Warrants shall be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the date contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on which such Occam Preferred Warrant was issued; or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiro Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (viii) as promptly as practicable following the applicable vesting schedule. Occam has delivered or made available Effective Time, issue to ANI accurate and complete copies each holder of all warrant agreements an outstanding Target Warrant a document evidencing the Occam Preferred Warrantsforegoing assumption by Acquiror.

Stock Options and Warrants. As of (a) At the date hereof: (i) 11,741,300 shares of Occam Common Stock are subject to issuance pursuant to Effective Time, each outstanding options to purchase Occam Common Stock Target Option under the Occam Stock Target Option Plan Plan, whether vested or unvested, shall be assumed by Acquiror and 29,500 shares of Occam Stock are subject deemed to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan constitute an option (each an a "Occam OptionACQUIROR 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 aforesaidacquire, upon issuance on the same terms and conditions specified in as were applicable under the instruments Target Option, the same number of shares of Acquiror Common Stock as the holder of such Target Option would have been entitled to receive pursuant to which they are issuablethe Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bat a price per share (rounded up to the nearest whole cent) of the Occam Schedules sets forth the following information with respect equal to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to which such Occam Target Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; divided by (ii) the number of full shares of Series B Preferred Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; provided, however, that, in the case of any Target 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 Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, 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 related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as practicable after the Effective Time, Acquiror 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 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use best efforts to ensure, 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 qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. No later than the fifth business day after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such Occam Preferred options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) Each Target Warrant; , to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and without any further action on the part of Target or the holder of any of Target Warrants (iiiunless further action may be required by the terms of any of Target Warrants), be assumed by Acquiror and each Target Warrant assumed by Acquiror shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that whole number of shares of Acquiror Common Stock (rounded down to the nearest whole share) into which the number of shares of Target Common Stock subject to such Target Warrant would be converted under Section 2.1(c), and (B) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Common Stock subject to such Occam Preferred Warrant; Target Warrant in effect immediately prior to the Effective Time divided by the applicable Exchange Ratio (ivthe exercise price per share, so determined, being rounded to the nearest full cent). From and after the Effective Time, all references to Target in the warrant agreements underlying Target Warrants shall be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the date contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on which such Occam Preferred Warrant was issued; or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (viii) as promptly as practicable following the applicable vesting schedule. Occam has delivered or made available Effective Time, issue to ANI accurate and complete copies each holder of all warrant agreements an outstanding Target Warrant a document evidencing the Occam Preferred Warrantsforegoing assumption by Acquiror.

Stock Options and Warrants. (a) At the Closing, the terms of each outstanding stock option granted by OmniCorder to purchase shares of common stock, par value $.01 per share, of OmniCorder (the "OmniCorder Common Stock"), whether vested or unvested (an "OmniCorder Stock Option"), shall be adjusted as appropriate to provide that, at the Closing, each OmniCorder Stock Option outstanding immediately prior to the Closing shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such OmniCorder Stock Option, the same number of shares of Promos Common Stock as the holder of such OmniCorder Stock Option would have been entitled to receive had such holder exercised such OmniCorder Stock Option in full immediately prior to the Closing, at a price per share of Promos Common Stock equal to (i) the aggregate exercise price for the shares of OmniCorder Common Stock otherwise purchasable pursuant to such OmniCorder Stock Option, divided by (ii) the aggregate number of shares of Promos Common Stock deemed purchasable pursuant to such OmniCorder Stock Option; provided, however, that, after aggregating all the shares of a holder subject to OmniCorder Stock Options, any fractional share of Promos 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 as a qualified stock option under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. As of the date hereof: , there are outstanding OmniCorder Stock Options to purchase 1,217,860 shares of OmniCorder Common Stock, which would be exercisable into 2,501,095 shares of Promos Common Stock pursuant to this Section 6.02(a). (b) At the Closing, the terms of each outstanding warrant issued by OmniCorder to purchase shares of OmniCorder Common Stock, whether vested or unvested (an "OmniCorder Warrant"), shall be adjusted as appropriate to provide that, at the Closing, each OmniCorder Warrant outstanding immediately prior to the Closing shall be deemed to constitute and shall become a warrant to acquire, on the same terms and conditions as the existing OmniCorder Warrants, the same number of shares of Promos Common Stock as the holder of such OmniCorder Warrant would have been entitled to receive had such holder exercised such OmniCorder Warrant in full immediately prior to the Closing. As of the date hereof, there are outstanding OmniCorder Warrants to purchase 600,000 shares of OmniCorder Common Stock, which would be exercisable into 1,232,208 shares of Promos Common Stock pursuant to this Section 6.02(b). (c) As soon as practicable after the Closing, Promos shall deliver to the holders of (i) 11,741,300 shares OmniCorder Stock Options, appropriate notices setting forth such holders' rights pursuant to this Agreement and the agreements evidencing the grants of Occam Common such OmniCorder Stock are Options and that such OmniCorder Stock Options and agreements shall be assumed by Promos and shall continue in effect on the same terms and conditions (subject to 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 Occam Stock Option Plan (each an "Occam Option") adjustments required by this Section 6.02); and (ii) 188,235 OmniCorder Warrants, new warrant agreements and/or warrant certificates evidencing such holders' rights to purchase shares of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Promos Common Stock (the "Occam Preferred Promos Warrants"). All shares of Occam Common Stock and Series B Preferred Stock subject to issuance as aforesaid, ) upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Promos Warrants.

Stock Options and Warrants. As (a) At the Effective Time, each option to purchase shares of DTN Common Stock and each stock appreciation right with respect to DTN Common Stock outstanding and unexercised as of the date hereof: Effective Time (i) 11,741,300 shares of Occam Common Stock are subject to issuance a "DTN Option"), whether granted pursuant to outstanding options to purchase Occam Common DTN's 1999 Stock under the Occam Incentive Plan, DTN's Stock Option Plan and 29,500 shares of Occam 1989, or DTN's Non-Employee Directors Stock are subject Option Plan, as each of the same may have been amended from time to issuance time (collectively, the "DTN Stock Plans"), or granted by DTN other than pursuant to outstanding options the DTN Stock Plans, shall, at the Effective Time, be cancelled and the former holder shall have the right to purchase Occam Common Stock not under receive from DTN in consideration of such cancellation, payable during the Occam Stock Option Plan (each ten-day period following the Closing Date, an "Occam Option") and (ii) 188,235 shares amount of Occam Series B Preferred Stock are reserved for issuance under warrants cash equal 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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (excess, if any) pursuant to which such Occam Option was granted; (ii) the name , of the optionee; (iii) Merger Consideration applicable to the number of shares of Occam DTN Common Stock subject to such Occam DTN Option; , which for this purpose shall be deemed to be fully vested as of the Effective Time, over (ivii) the aggregate exercise price of such Occam DTN Option; , less any income or employment tax withholding required under the Code or any provision of state or local law. (vb) At 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 plans pursuant to which Occam has ever granted stock optionsEffective Time, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) each of the Occam Schedules also sets forth DTN Warrants (as defined in Section 11 11 4.3) outstanding immediately prior to the following information Effective Time shall be converted into the right to receive an amount of cash, payable in accordance with respect Section 3.2(b), equal to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name excess, if any, of the holder of such Preferred Warrant; (ii) Merger Consideration applicable to the number of shares of Series B Preferred DTN Common Stock subject to such Occam Preferred Warrant; DTN Warrants over (iiiii) the aggregate exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred DTN Warrants.

Stock Options and Warrants. As (a) In accordance with the terms of the Company’s 2000 Stock Incentive Plan (the “2000 PLAN”) and the 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 “OPTION”) granted under the Company Stock Plans with an exercise price equal to or less than $4.66 (the “IN-THE-MONEY OPTIONS”) shall accelerate and be exercisable in full immediately prior to the Effective Time. At the Effective Time, each holder of an In-The-Money Option that has not been exercised prior to the Effective Time shall be entitled to receive, in respect of each Share subject to all In-The-Money Options then held by such holder, a number of shares of Parent Common Stock equal to the remainder of (i) (A) the Share Exchange Ratio multiplied by (B) the 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 holder’s In-The-Money Options divided by (y) $24.60 (the “SIGNING PRICE”). Immediately upon the conversion of the In-The-Money Options into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(a), the In-The-Money Options shall terminate. The Options that are not In-The-Money Options (the “UNDERWATER OPTIONS”) shall terminate immediately prior to the Effective Time, in the 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 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 In-The-Money Options. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(a), in lieu thereof, the holder of such 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 entitled to receive, in respect of each Share subject to the Warrant (as defined below), a number of shares of Parent Common Stock equal to the remainder of (i) (A) the 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), in lieu thereof, the holder of the Warrant shall receive cash in accordance with Section 2.2(c). Prior to or as of the 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 Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number Warrant has agreed with the Company in writing to the effect of shares of Series B Preferred the Merger on the Warrant as described in this Section 2.4(b). For purposes hereof, “WARRANT” shall mean the Stock subject Purchase Warrant dated November 9, 2000 issued by the Company to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsMxxxxxxx & Fxxxxxxx LLP.

Stock Options and Warrants. As (a) At the Effective Time, each outstanding Option, whether or not exercisable, will be assumed by Purchaser. Each Option so assumed by Purchaser under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in Ventures' 1996 Equity Incentive Plan immediately prior to the Effective Time and the stock option agreement by which it is evidenced, except that (1) each Option will be exercisable (or will become exercisable in accordance with its terms) for that number of the date hereof: (i) 11,741,300 whole shares of Occam Purchaser Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock under (including Escrow Shares, if applicable) into which the Occam Stock Option Plan and 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Ventures Common Stock not under the Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments such option would have been converted pursuant to Section 1.6(a) if such option had been exercised in its entirety immediately prior to the Effective Time, rounded down to the nearest whole share of Purchaser Common Stock, and (2) the per share exercise price for the shares of Purchaser Common Stock issuable upon exercise of such Option will be equal to the quotient determined by dividing (A) the aggregate exercise price of such option, less any cash in lieu of a fractional share to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) the holder of the Occam Schedules sets forth Option would have been entitled had such Option been exercised immediately prior to the following information with respect to each Occam Option outstanding as of the date of this Agreement: Effective Time, by (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iiiB) the number of shares of Occam Purchaser Common Stock issuable upon exercise of such Option pursuant to clause (1) above, and rounding the resulting exercise price up to the nearest whole cent. As soon as practicable following the Effective Time, Purchaser will issue to each holder of an Option a notice describing the foregoing assumption of such Option by Purchaser. (b) At the Effective Time, each outstanding Warrant will be assumed by Purchaser. Each Warrant so assumed by Purchaser under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the warrant agreement by which it is evidenced, except that (1) each Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Purchaser Common Stock (including Escrow Shares, if applicable) into which the shares of Ventures Series A Preferred Stock subject to such Occam Option; warrant would have been converted pursuant to Section 1.6(a) if such warrant had been exercised in its entirety immediately prior to the Effective Time, rounded down to the nearest whole share of Purchaser Common Stock, and (iv2) the per share exercise price for the shares of Purchaser Common Stock issuable upon exercise of such Warrant will be equal to the quotient determined by dividing (A) the aggregate 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 warrant, less any cash in lieu of all stock option plans pursuant a fractional share to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of the Warrant would have been entitled had such Preferred Warrant; Warrant been exercised immediately prior to the Effective Time, by (iiB) the number of shares of Series B Preferred Purchaser Common Stock subject issuable upon exercise of such Warrant pursuant to such Occam Preferred Warrant; clause (iii1) above, and rounding the resulting exercise price up to the nearest whole cent. As soon as practicable following the Effective Time, Purchaser will issue to each holder of a Warrant a notice describing the foregoing assumption of such Occam Preferred Warrant; Warrant by Purchaser. (ivc) Purchaser will, within fifteen (15) business days after the date Closing, file a registration statement on which such Occam Preferred Warrant was issued; Form S-8 covering the shares of Purchaser Common Stock issuable upon exercise of the assumed Options and (v) deliver prospectuses relating thereto to the applicable vesting schedule. Occam has delivered or made available to ANI accurate holders thereof in accordance with the rules and complete copies regulations of all warrant agreements evidencing the Occam Preferred WarrantsSEC.

Stock Options and Warrants. As At the Effective Date of the date hereof: Merger, the Avanex-California 1998 Stock Plan (the "Plan"), and all options and stock purchase rights relating to Common Stock (each a "Avanex Option") then outstanding under such plan, and all rights to acquire stock pursuant to any outstanding warrants of Avanex-California (each a "Avanex Warrant"), or otherwise, shall be assumed by Avanex-Delaware in accordance with provisions described below. (i) 11,741,300 At the Effective Date of the Merger, each outstanding and unexercised option, warrant and other right to purchase shares of Occam Common Stock are subject to issuance pursuant to outstanding options capital stock of Avanex-California shall be assumed by the Surviving Corporation and shall become an option, warrant or right 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 Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the a number of shares equal to 1.5 times that number of Occam Common Stock shares subject to such Occam Option; Avanex-California's option (iv) rounded down to the nearest share), at the exercise price equal to the exercise price of Avanex-California's option multiplied by 2/3 (rounded up to the nearest cent) and each existing and effective employee stock benefit plan of Avanex-California (the "Stock Plans") shall similarly be assumed by the Surviving Corporation for all intents and purposes as if such Occam Option; plan, including the reservation of shares of Common Stock for issuance pursuant thereto (multiplied by 1.5), had been originally adopted and authorized by the Surviving Corporation. (ii) Each Avanex Option and Avanex Warrant so assumed by Avanex-Delaware under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Plan and/or as provided in the respective agreements governing such Avanex Option or Avanex Warrant immediately prior to the Effective Date of the Merger. (iii) It is the intention of the parties that the Avanex Options assumed by Avanex-Delaware qualify following the Effective Date of the Merger as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent the Avanex Options qualified as incentive stock options immediately prior to the Effective Date of the Merger. (iv) Promptly following the Effective Date of the Merger, Avanex-Delaware will issue to each holder of an outstanding Avanex Option and Avanex Warrant a document evidencing the foregoing assumption of such Avanex Option and Avanex Warrant by Avanex-Delaware. (v) At the date on which such Occam Option was granted; Effective Date of the Merger, Avanex-California shall assign to Avanex-Delaware any and (vi) the applicable vesting schedule. Occam has delivered or made available all rights of repurchase pertaining to ANI accurate and complete copies shares of all stock option plans pursuant to which Occam has ever granted Avanex-California Common Stock issued upon exercise of stock options, and the forms of all pursuant to stock option purchase agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsotherwise.

Stock Options and Warrants. As (a) At the Effective Time, Pentose's obligations with respect to each outstanding option or warrant to purchase Shares of the date hereof: (i) 11,741,300 shares of Occam Pentose Common Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock (each, a "Pentose Option") under the Occam Pentose Stock Option Plan and 29,500 shares of Occam Stock are subject to issuance or pursuant to outstanding options the Warrants whether vested or unvested, will be assumed by Vitex. Each Pentose Option so assumed by Vitex under this Agreement shall continue to purchase Occam Common Stock not under have, and be subject to, substantially the Occam same terms and conditions set forth in the Pentose Stock Option Plan (each an which shall be adopted upon substantially the same terms and conditions by Vitex) (the "Occam OptionAdopted Employee Stock Option Plan") and the agreement or Warrant pursuant to which such Pentose Option was issued as in effect immediately prior to the Effective Time, except that (i) such Pentose Option will be exercisable for that number of Shares of Vitex Common Stock equal to the product of the number of Shares of Pentose Common Stock that were purchasable, including those not yet vested, under such Pentose Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up to the nearest whole number of Shares of Vitex Common Stock, and (ii) 188,235 the per share exercise price for the shares of Occam Series B Preferred Vitex Common Stock are reserved issuable upon exercise of such assumed Pentose Option will be equal to the quotient determined by dividing the exercise price per share of Pentose Common Stock at which such Pentose Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. (b) It is the intention of the parties that Pentose Options assumed by Vitex qualify following the Effective Time as incentive stock options as defined in the Code ("ISO's") to the extent such Pentose Options qualified as ISO's prior to the Effective Time. (c) After the Effective Time, Vitex will issue to each holder of an outstanding Pentose Option a document evidencing the foregoing assumption by Vitex. (d) Vitex will reserve sufficient shares of Vitex Common Stock 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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsSection 5.05 hereof.

Stock Options and Warrants. As (a) At the Effective Time, Predix’s obligations with respect to each outstanding option to purchase shares of Predix Common Stock (each, a “Predix Option” and collectively, the date hereof: “Predix Options”) under the Predix Stock Plans, whether vested or unvested, will be assumed by EPIX. Each Predix Option so assumed by EPIX under this Agreement shall be subject to substantially the same terms and conditions set forth in the Predix Stock Plans (which plans shall be adopted upon substantially the same terms and conditions by EPIX) or agreement pursuant to which such Predix Option was issued as in effect immediately prior to the Effective Time, except as follows (A) (i) 11,741,300 such Predix Option will be exercisable for that number of shares of Occam EPIX Common Stock are subject equal to issuance pursuant to outstanding options to purchase Occam the product of the number of shares of Predix Common Stock that were purchasable under such Predix Option immediately prior to the Occam Stock Option Plan and 29,500 Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam EPIX Common Stock not under the Occam Stock Option Plan (each an "Occam Option") Stock, and (ii) 188,235 the per share exercise price for the 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 EPIX Common Stock issuable upon exercise of such assumed Predix Option will be equal to the quotient determined by dividing the exercise price per share of Predix Common Stock at which such Predix Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, and Series B Preferred Stock subject rounding the resulting exercise price up to issuance as aforesaid, upon issuance on the terms nearest whole cent and conditions specified (B) each Predix Option shall entitle the holder thereof at the Effective Time the right to receive in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) cash such holder’s pro rata portion of the Occam Schedules sets forth Milestone Payment in accordance with Section 1.8. Following the following information with respect Effective Time, EPIX will send to each Occam Option outstanding as the holders of the date of this Agreement: assumed Predix Options a written notice setting forth (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam EPIX Common Stock that are subject to such Occam assumed Predix Option; , and (ivii) the exercise price per share of EPIX Common Stock issuable upon exercise of such Occam assumed Predix Option; . In addition, EPIX shall file with the SEC, no later than ninety (v90) days after the date Effective Time, a registration statement on which such Occam Option was granted; and (vi) Form S-8 registering the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies exercise of all stock option plans any Predix Options issued under the Predix Stock Plans assumed by EPIX pursuant to which Occam has ever granted stock options, this Section 5.5 (to the extent the exercise of such options is eligible to be registered using a Form S-8 registration statement). (b) EPIX and Predix shall take all action that may be reasonably necessary to effectuate the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date provisions of this Agreement: (i) Section 5.5. The Predix Options assumed by EPIX shall retain their existing vesting schedules following the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsEffective Time.

Stock Options and Warrants. As (a) Prior to the 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 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 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 (i) 11,741,300 shares become fully exercisable or “vested” for a period of Occam Common Stock are subject at least 10 days prior to issuance pursuant the Effective Time, contingent upon the occurrence of the Effective Time, with respect to outstanding options to purchase Occam Common Stock under the Occam 1999 Non-Statutory 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 Occam Stock Option Plan (each an "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 aforesaid, upon issuance on the terms and conditions specified in the instruments 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 each Occam the other Option outstanding as Plans, at the Effective Time to the extent unexercised, automatically shall be cancelled and converted into the right to receive, upon compliance with the provisions noted below, a lump sum cash payment in an amount equal to the product of the date of this Agreement: following: (i) the particular plan (excess, if any) pursuant to which such Occam Option was granted; (ii) the name , of the optionee; (iii) Per Share Merger Consideration payable per Share over the number per share exercise price of shares of Occam Common Stock each Share subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock optionsWarrant, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; multiplied by (ii) the number of shares of Series B Preferred Capital Stock subject covered by such Option or Warrant, and in each case less applicable taxes required to such Occam Preferred Warrant; be withheld pursuant to Section 1.8(g). (iiic) 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 Occam Preferred Warrant; Option or Warrant shall automatically be cancelled without any consideration as of the Effective Time. (ivd) As of the Effective Time, each of the Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of securities or rights to acquire securities of the Company shall be terminated and cancelled (without any liability on the part of 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 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) 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 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 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 have any rights in respect thereof other than to 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 date on which such Occam Preferred Warrant was issued; 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 (vii) written instructions from the applicable vesting scheduleholder 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. Occam has delivered Upon receipt of such items, Eastern shall direct the Paying Agent to make any such payment in respect of such Option or made available 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 only the right to ANI accurate receive the payments, if any, pursuant to this Section 1.7 and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsSection 1.8.

Stock Options and Warrants. As (a) 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 date hereof: 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 such option shall be Company Stock Option adjusted as necessary would have been in order to comply 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 vested, in full 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) 11,741,300 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, 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 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 Occam Parent Common Stock are 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 issuance pursuant 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 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 Occam Stock Option Plan (each an "Occam Option") and (ii) 188,235 by the Effective Time, cause such shares of Occam Series B Preferred Parent Common Stock are reserved to be approved for issuance under warrants listing on the Nasdaq National Market, subject to official notice of issuance. (d) At the Effective Time, the warrant to the purchase Series B Preferred Stock Shares issued to Lighthouse Capital Partners II, L.P. by the Company (the "Occam Preferred WarrantsCompany Warrant"). All shares of Occam Common Stock and Series B Preferred Stock subject to issuance as aforesaid) shall, upon issuance without any action on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) part of the Occam Schedules sets forth the following information with respect to each Occam Option outstanding holder, be converted as of the date Effective Time into a warrant to purchase shares of Parent Common Stock in accordance with the terms of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Common Stock subject to such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsSection 1.

Stock Options and Warrants. As 2.3.1 At the Effective Time, each outstanding option, warrant or other right to purchase Shares (each, a “Company Stock Option;” and collectively, the “Company Stock Options”) issued pursuant to any plan, other agreement, or arrangement, whether vested or unvested, including, 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 date hereof: (i) 11,741,300 Effective Time into an option, warrant or right, as applicable, to purchase shares of Occam Parent Common Stock are subject to issuance in accordance with the terms of this Section ‎2.3. All plans, agreements or arrangements described above pursuant to outstanding options to purchase Occam Common Stock under the Occam which any Company Stock Option Plan and 29,500 shares has been issued or may be issued are referred to collectively as the “Company Plans.” Subject to the terms of Occam the relevant Company Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Option, each Company Stock Option Plan (each shall be deemed to constitute an "Occam Option") and (ii) 188,235 shares of Occam Series B Preferred Stock are reserved for issuance under warrants option or warrant, as applicable, to purchase Series B Preferred Stock (acquire, on substantially the "Occam Preferred Warrants"). All shares of Occam Common Stock and Series B Preferred Stock subject to issuance as aforesaid, upon issuance on the same terms and conditions specified in the instruments pursuant as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal 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 each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; (ii) the name of the optionee; (iii) the number of shares of Occam Parent Common Stock (rounded up to the nearest whole share) that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant 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 former 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 no 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 Company Plan and the 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 Occam Option; registration statement shall be filed within ten (iv10) Business Days following the exercise price Effective Time. Parent shall use all reasonable best efforts to maintain the effectiveness of such Occam Option; registration statement or registration statements (v) and maintain 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) current status of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant prospectus or prospectuses contained therein) for so long as such options remain outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the and will reserve a sufficient number of shares of Series B Preferred Parent Common Stock subject for issuance upon exercise or settlement thereof. If so required, Parent shall cooperate with the Company by taking all action reasonably required in order to obtain an ISA Exemption (defined below). 2.3.4 At or before the Effective Time, the Company shall, to the extent reasonably requested, cause to be effected, in a manner reasonably satisfactory to Parent, amendments to the Company Plans to give effect to the foregoing provisions of this Section ‎‎2.3, provided that such Occam Preferred Warrant; (iii) amendment would not adversely impact any of the exercise price of rights granted to Company optionees under such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsCompany Plans.

Stock Options and Warrants. As At the Effective Time, each outstanding option to purchase shares of Celtrix Common Stock (a "Celtrix Stock Option" or collectively, "Celtrix Stock Options") as fully identified on Schedule 5.9(i) of the date hereof: Celtrix Disclosure Letter, whether vested or unvested, shall be assumed by Parent (i) 11,741,300 shares all of Occam Common Stock are subject to issuance such plans or agreements pursuant to outstanding options to purchase Occam Common Stock under the Occam which any Celtrix Stock Option Plan and 29,500 shares of Occam Stock has been issued or may be issued are subject referred to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "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 (collectively as the "Occam Preferred WarrantsCeltrix Plans"). All To effect that assumption, each Celtrix Stock Option shall be replaced with an option to acquire, on the same terms and conditions as were applicable under such Celtrix Stock Option, the same number of shares of Occam Parent Common Stock as the holder of such Celtrix Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time, at a price per share equal to (y) the aggregate exercise price for the shares of Celtrix Common Stock otherwise purchasable pursuant to such Celtrix Stock Option divided by (z) the number of full shares of Parent Common Stock purchasable pursuant to such replacement option pursuant to this Section 2.4 rounded up to the nearest whole cent; provided, however, that in the case of any option to which section 421 of the Code applies by reason of its qualification under section 422 of the Code ("incentive stock options" or "ISOs"), the option price, the number of shares purchasable pursuant to such option and Series B Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified of exercise of such option shall be determined in the instruments pursuant order to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(bcomply with section 424(a) of the Occam Schedules sets forth Code rounded up to the following information with respect to each Occam Option outstanding as of the date of this Agreement: nearest whole cent. Parent shall make such assumption in such manner that (i) the particular plan (if any) pursuant Parent is a corporation "assuming a stock option in a transaction to which such Occam Option was granted; Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the name extent that Section 424 of the optionee; (iii) the number of shares of Occam Common Stock subject Code does not apply to such Occam Celtrix Stock Option; (iv) the exercise price of , Parent would be 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) a corporation were Section 424 of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject Code applicable to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsCeltrix Stock Option.

Stock Options and Warrants. As of the date hereof: (i) 11,741,300 shares of Occam Common At the Effective Time, each outstanding Theraclone Stock are subject Option, whether vested or unvested, and the Theraclone Stock Incentive Plan shall be assumed by PharmAthene and Theraclone shall take all corporate action necessary to issuance pursuant to outstanding options to purchase Occam Common Stock under the Occam ensure that each Theraclone Stock Option Plan and 29,500 shares of Occam Stock are subject shall become an option to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "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 aforesaidacquire, upon issuance on the same terms and conditions specified as were applicable under the Theraclone Stock Option immediately prior to the Effective Time, a number of shares of PharmAthene Common Stock equal to the number of Theraclone Common Shares subject to such Theraclone Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number. The exercise price per share of PharmAthene Common Stock for each assumed Theraclone Stock Option will equal the quotient obtained from dividing (x) the exercise price per share for the Theraclone Common Shares purchasable pursuant to the assumed Theraclone Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, with the result rounded up to the nearest whole cent. Such Theraclone Stock Options shall continue in effect on the same terms and conditions (including, if applicable, the vesting arrangements and other terms and conditions set forth in the instruments pursuant Theraclone Equity Incentive Plan and the applicable stock option agreement) to which they are issuablesubject (subject to the adjustments required by this Section 2.1(h) after giving effect to the Merger), would except that all references to Theraclone therein shall be duly authorizeddeemed to mean PharmAthene. To the extent permitted by applicable Law, validly issuedall assumed Theraclone Stock Options that prior to the Effective Time were treated as incentive or non-qualified stock options under the Code shall from and after the Effective Time continue to be treated as incentive or non-qualified stock options, fully paid and nonassessable. Schedule 2.2(b) of respectively, under the Occam Schedules sets forth the following information with respect to each Occam Option outstanding as of the date of this Agreement: (i) the particular plan (if any) pursuant to which such Occam Option was granted; Code. (ii) As soon as practicable after the name Effective Time, PharmAthene shall deliver to the holders of the optionee; Theraclone Stock Options an appropriate notice evidencing the foregoing assumption setting forth the specific adjustments made to the assumed Theraclone Stock Options, as provided in this Section 2.1(h). (iii) the PharmAthene shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Occam PharmAthene Common Stock for delivery upon exercise of the Theraclone Stock Options assumed in accordance with this Section 2.1(h). As soon as practicable (but in no event more than ten (10) business days after the Effective Time), PharmAthene shall file a registration statement on Form S-8 (or any successor form) with respect to the shares of PharmAthene Common Stock subject to such Occam Option; assumed Theraclone Stock Options, and thereafter shall use commercially reasonable efforts to maintain the effectiveness of that registration statement for as long as any such assumed Theraclone Stock Options remain outstanding. (iv) Theraclone shall take all requisite action so that, as of the Effective Time, each Theraclone Warrant is converted (as converted, a “Converted Warrant”), by virtue of the Merger and without any action on the part of the holder of that Theraclone Warrant, into a warrant exercisable for that number of shares of PharmAthene Common Stock equal to the product of (i) the aggregate number of Theraclone Common Shares or Theraclone Preferred Stock, as the case may be, for which such Theraclone Warrant was exercisable and (ii) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of such Converted Warrant shall be equal to the quotient obtained from dividing (x) the exercise price per share of such Occam Option; Theraclone Warrant immediately prior to the Effective Time by (vy) the date on which such Occam Option was granted; and (vi) Exchange Ratio, with the applicable vesting scheduleresult rounded up to the nearest whole cent. Occam has delivered or made available All Converted Warrants shall continue to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock optionshave, and be subject to, the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of same terms and conditions set forth in the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding respective Theraclone Warrants except as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantsotherwise provided for herein.

Stock Options and Warrants. As (a) Not later than 10 Business Days prior to the Effective Time, the Company will send a notice (the "Option Notice") to all holders of the date hereof: outstanding Options specifying that (i) 11,741,300 shares all Options that will constitute Vested Options as of Occam Common Stock are subject the Effective Time will not be assumed in connection with the Merger but will be converted into the right to issuance pursuant to outstanding options to purchase Occam Common Stock under receive 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 Occam Stock Option Plan (each an "Occam Option"amount set forth in Section 4.2(b) hereof, and (ii) 188,235 all Options that constitute Excluded Options will be exchanged for options of reasonably and substantially like value of the Parent, with such exchange to be based on a valuation of the Company immediately prior to the Effective Time equal to the Initial Merger Consideration. (b) Each Vested Option will by virtue of the Merger, and without any action on the part of the holder thereof, be terminated and cancelled as of the Effective Time and converted into, and represent only, the right to receive from the Surviving Corporation an amount in cash equal to the number of shares of 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 Company Common Stock and Series B Preferred Stock subject to issuance such Vested Option multiplied by the excess, if any, of the Aggregate Per Share Amount over the exercise price per share thereof (as aforesaid, upon issuance on the terms and conditions specified in the instruments adjusted pursuant to which they are issuableSection 4.1(b)) (such payment to be net of applicable withholding taxes), 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 each Occam Option outstanding payable as of the date of this Agreementfollows: (i) the particular plan (if any) pursuant to which such Occam Option was granted; excess of the Initial Per Share Amount over the exercise price per share thereof shall be payable upon compliance with the holder thereof with the procedures set forth in Section 4.5, (ii) the name Escrow Per Share Amount shall be payable upon the release of the optionee; Escrow Amount Payable from escrow pursuant to the Escrow Agreement and compliance with the holder thereof with the procedures set forth in Section 4.5 and (iii) the number any Contingent Per Share Amount that becomes payable pursuant to Section 4.3 shall be payable upon fulfillment of shares of Occam Common Stock subject to such Occam Option; (iv) the exercise price of such Occam Option; (v) the date on which such Occam Option was granted; and (vi) the applicable vesting scheduleMilestone and compliance with the holder thereof with the procedures set forth in Section 4.5. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Set forth in Schedule 2.2(b4.2(a) of the Occam Schedules also sets forth Company Disclosure Schedule is a list of all Vested Options outstanding on the following information with respect to each Occam Preferred Warrant date hereof and that will be outstanding as of the Effective Time and the related exercise prices. Set forth in Schedule 4.2(b) of the Company Disclosure Schedule is a list of all Excluded Options outstanding on the date hereof and that will be outstanding as of this Agreement: the Effective Time and the related exercise prices and vesting schedules. Within 180 days of the Closing Date, the Excluded Options will be exchanged for options of reasonably and substantially like value of the Parent based on the assumptions set forth in Section 4.2(a) above. (c) Prior to consummation of the Merger, the Company shall (i) notify the name holder of each Company Warrant that such warrant will be cancelled as of the Effective Time and (ii) allow the holder of any Company Warrant to exercise such warrant prior to the Effective Time (to the extent exercisable). Each Company Warrant will by virtue of the Merger, and without any action on the part of the holder thereof, be terminated and cancelled as of such Preferred Warrant; (ii) the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsEffective Time.

Stock Options and Warrants. As At the Effective Time, each Company Option and Company Warrant held by Cashed Out Option Holders (collectively, “Cashed Out Options”) shall be cancelled and automatically converted into the right to receive, upon the surrender of such Cashed Out Option and the date hereof: execution and delivery of (ix) 11,741,300 shares of Occam Common Stock are subject the Amendment to issuance pursuant to outstanding options to purchase Occam Common Stock under the Occam Stock Option Plan Agreements and 29,500 shares of Occam Stock are subject Consent to issuance pursuant to outstanding options to purchase Occam Common Stock not under Appointment in the Occam Stock form attached hereto as Exhibit E (the “Option Plan (Amendment and Consent”) by each an "Occam Option") Cashed Out Option Holder that holds Company Options, and (iiy) 188,235 shares of Occam Series B Preferred the Amendment to Convertible Promissory Notes and Stock are reserved for issuance under warrants Purchase Warrants and Consent to purchase Series B Preferred Stock Appointment in the form attached hereto as Exhibit F (the "Occam Preferred Warrants"). All shares of Occam Common Stock “Note and Series B Preferred Stock subject to issuance as aforesaid, Warrant Amendment and Consent”) upon issuance on the terms and subject to the conditions specified set forth in this ARTICLE II and elsewhere in this Agreement (including but not limited to the instruments deposit of a portion of the cash payable pursuant to which they are issuablethis Section 2.3 into the Escrow Fund and the Expense Fund), would be duly authorized, validly issued, fully paid an amount of cash as set forth on the Capitalization and nonassessablePayment Table (the “Option Consideration,” and together with the “Stock Consideration,” the “Equity Consideration”). Schedule 2.2(b) of the Occam Schedules sets forth the following information with respect The Option Consideration payable to each Occam Cashed Out Option outstanding as of Holder shall be calculated (subject to the date of this Agreement: deductions and adjustments described herein) by taking (i) the particular plan (aggregate amount that such holder would have received under Section 2.1(c) if any) pursuant the holder had exercised such Cashed Out Options prior to which the Effective Time and the shares issued upon such Occam Option was granted; exercise were included in the number of outstanding Company Shares, minus (ii) the name aggregate exercise prices under such Cashed Out Options. Prior to the Closing, the Company shall obtain the written consent of each Cashed Out Option Holder to receive such cash payment in lieu of exercise and to the optionee; (iii) the number of shares of Occam Common Stock subject to effect that such Occam Option; (iv) the 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 plans pursuant to which Occam has ever granted stock options, and the forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding Cashed Out Options shall terminate automatically as of the date of this Agreement: (i) Effective Time. Each Company Option other than those held by Cashed Out Option Holders outstanding immediately prior to the name Effective Time shall be terminated and shall expire as of the holder Effective Time. Neither Parent nor the Surviving Corporation shall assume the Company Options or substitute similar options of Parent for Company Options. Prior to the Effective Time, the Company shall take all actions necessary to effectuate such Preferred Warrant; (ii) termination at the number of shares of Series B Preferred Stock subject to such Occam Preferred Warrant; (iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred WarrantsEffective Time.

Stock Options and Warrants. As of At the date hereof: (i) 11,741,300 Effective Time, each outstanding option to purchase shares of Occam Insmed Common Stock are subject to issuance (an "Insmed Stock Option" or collectively, "Insmed Stock Options") whether vested or unvested, shall be assumed by Parent (all of such plans or agreements pursuant to outstanding options to purchase Occam Common Stock under the Occam which any Insmed Stock Option Plan and 29,500 shares of Occam Stock has been issued or may be issued are subject referred to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "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 (collectively as the "Occam Preferred WarrantsInsmed Plans"). All shares of Occam Common To effect that assumption, each Insmed Stock and Series B Preferred Stock subject Option shall be replaced with an option to issuance as aforesaidacquire, upon issuance on the same terms and conditions specified in as were applicable under such Insmed Stock Option, the instruments same number of shares of Parent Common Stock as the holder of such Insmed Stock Option would have been entitled to receive pursuant to which they are issuablethe Exchange had such holder exercised such option in full immediately prior to the Effective Time, 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 at a price per share equal to each Occam Option outstanding as of the date of this Agreement: (iy) the particular plan (if any) aggregate exercise price for the shares of Insmed Common Stock otherwise purchasable pursuant to which such Occam Insmed Stock Option was granted; divided by (ii) the name of the optionee; (iiiz) the number of shares of Occam Parent Common Stock subject purchasable pursuant to such Occam Option; (iv) the 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 replacement option plans pursuant to which Occam has ever granted stock optionsthis Section 4.3 rounded up to the nearest one tenth of a cent; provided, and however, that in the forms case of all stock any ISOs, the option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) price, the number of shares of Series B Preferred Stock subject purchasable pursuant to such Occam Preferred Warrant; (iii) option and the terms and conditions of exercise price of such Occam Preferred Warrant; option shall be determined in order to comply with section 424(a) of the Code rounded up to the nearest one tenth of a cent. Parent shall make such assumption in such manner that (ivi) Parent is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the date on which meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to such Occam Preferred Warrant was issued; and (v) Insmed Stock Option, Parent would be such a corporation were Section 424 of the Code applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the Occam Preferred Warrantssuch Insmed Stock Option.