Common use of Stock Options; Warrants Clause in Contracts

Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Stock Options; Warrants. (a) At Excalibur has provided GRMG with a true and complete list as of the date hereof of all holders of outstanding options under Excalibur's 2001 Stock Option Plan (the "EXCALIBUR STOCK OPTION PLAN"), including the number of shares of Excalibur Common Stock subject to each such option, the exercise or vesting schedule, the exercise price and term of each such option. On the Effective Time and without any action on Date, each outstanding option to purchase shares of Excalibur Common Stock (an "EXCALIBUR STOCK OPTION") under the part of the parties hereto, (i) the 1996 Excalibur Stock Incentive Option Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans whether vested or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”)unvested, shall be assumed by Parent and such Company Options shall be converted into options constitute an option to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveaqcuire, and be subject to, on the same terms and conditions as set forth in the were applicable Company under such Excalibur Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the same number of shares of Company GRMG Common Stock that were issuable upon exercise as the holder of such Assumed OptionExcalibur Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately before the Effective Date (rounded downward to the nearest whole number), whether at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Excalibur Common Stock purchasable pursuant to such Excalibur Stock Option immediately before the Effective Date divided by (z) the number of full shares of GRMG Common Stock deemed purchasable pursuant to such Excalibur Stock Option in accordance with the foregoing. (b) Except as otherwise provided in the Excalibur Stock Option Plan, the documents governing the Excalibur Stock Options, and offer letters and other agreements affecting such Excalibur Stock Options, the Merger shall not result in the termination or not exercisableacceleration of any outstanding Excalibur Stock Options under the Excalibur Stock Option Plan that are so assumed by GRMG. It is the intention of the parties that the Excalibur Stock Options so assumed by GRMG qualify following the Effective Date as incentive stock options as defined in Section 422 of the Internal Revenue Code to the extent such Excalibur Stock Options qualified as incentive stock options before the Effective Date. As promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all option documentation it requires relating to the outstanding Excalibur Stock Options, GRMG will issue to each person who, immediately prior to the Effective Time multiplied Date, is a holder of an outstanding Excalibur Stock Option under the Excalibur Stock Option Plan that is to be assumed by GRMG hereunder, a document evidencing the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise foregoing assumption of such Assumed Excalibur Stock Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeGRMG. (bc) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent GRMG shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent GRMG Common Stock for delivery upon exercise under Excalibur Stock Options assumed in accordance with this Section 11. The Board of Directors of Excalibur shall, prior to or settlement as of the Assumed Effective Date, take all necessary actions, pursuant to and in accordance with the Excalibur Stock Option Plan and the instruments evidencing the Excalibur Stock Options, to provide for the assumption of Excalibur Stock Options by GRMG in accordance with this Section 11, and to provide that no consent of the holders of the Excalibur Stock Options is required in connection with such assumption. (d) On the Effective Date, each outstanding warrant to purchase shares of Excalibur Common Stock or Excalibur Series A Preferred Stock (an "EXCALIBUR WARRANT") shall be assumed and shall constitute an option to aqcuire, on the same terms and conditions as were applicable under such Excalibur Warrant, the same number of shares of GRMG Common Stock or GRMG Series A Preferred Stock, as the case may be, as the holder of such Excalibur Warrant would have been entitled to receive pursuant to the terms set forth Merger had such holder exercised such option (including any unvested portion thereof) in this Section 2.2. As soon as practicable after full (disregarding any limitation on exercisability thereof) immediately before the Effective TimeDate (rounded downward to the nearest whole number), Parent shall file at a registration statement on Form S-8 price per share (or another appropriate formrounded upward to the nearest whole cent) with respect equal to (y) the aggregate exercise price for the shares of Parent Excalibur Common Stock subject or Excalibur Series A Preferred Stock, as the case may be, purchasable pursuant to such Excalibur Warrant immediately before the Assumed Options. Parent shall use reasonable best efforts to maintain Effective Date divided by (z) the effectiveness number of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the full shares of Parent GRMG Common Stock subject or GRMG Series A Preferred Stock deemed purchasable pursuant to such Excalibur Warrant in accordance with the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)foregoing. (ce) On Except as otherwise provided in the Excalibur Warrants and other agreements affecting such Excalibur Warrants, the Merger shall not result in the termination or acceleration of any outstanding Excalibur Warrants that are so assumed by GRMG. As promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all documentation it requires relating to the date of this Agreement and outstanding Excalibur Warrants, GRMG will issue to each person who, immediately prior to the Effective TimeDate, each is a holder of Parent and an outstanding Excalibur Warrant under that is to be assumed by GRMG hereunder, a document evidencing the Company foregoing assumption of such Excalibur Warrant by GRMG. (f) GRMG shall take all corporate action necessary actions to reserve for issuance a sufficient number of shares of GRMG Common Stock and GRMG Series A Preferred Stock for delivery under Excalibur Warrants assumed in accordance with this Section 11. The Board of Directors of Excalibur shall, prior to or as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect Effective Date, take all necessary actions, pursuant to the Company Common Stock) or acquisitions Excalibur Warrants, to provide for the assumption of Parent Common Stock (including derivative securities Excalibur Warrants by GRMG in accordance with respect this Section 11, and to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) provide that no consent of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) holders of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent Excalibur Warrants is required in connection with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPsuch assumption.

Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and Immediately prior to the Effective Time, each then outstanding option to purchase any shares of Parent capital stock of the Company (in each case, a "COMPANY STOCK OPTION"), whether or not then exercisable, shall be cancelled by the Company and, in consideration of such cancellation, the Company (or, at Parent's option, Merger Sub) shall pay to such holders of Company Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Offer Price over the exercise price of each such Company Stock Option and (B) the number of Shares previously subject to the Company Stock Option immediately prior to its cancellation (such payment to be net of withholding taxes and without interest). (b) The Company shall take all actions necessary and appropriate so that all stock options or other equity based plans maintained with respect to the Shares, including, without limitation, the plans listed in Section 4.2 hereof ("COMPANY OPTION PLANS"), shall terminate as of the Effective Time and the provisions in any other benefit plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall take use its best efforts to ensure that following the Effective Time no holder of a Company Stock Option or any participant in any Company Option Plan shall have any right thereunder to acquire any capital stock of the Company, Parent, Merger Sub or the Surviving Corporation. (c) Prior to the Effective Time, the Company shall (i) obtain all necessary actions as may be consents from, and provide (in a form acceptable to Parent) any required to cause any dispositions notices to, holders of Company Stock Options and (ii) amend the terms of the applicable Company Common Stock (including derivative securities with respect Option Plan, in each case as is necessary to give effect to the provisions of paragraphs (a) and (b) of this Section 3.4. (d) Immediately prior to the Effective Time, the Warrant (as hereinafter defined) shall be cancelled by the Company Common Stockand, pursuant to the terms of the Warrant, and except to the extent that Parent or Merger Sub and the holder of the Warrant otherwise agree, the holder of the Warrant shall have the right to receive, in lieu of the Shares theretofore purchasable upon the exercise of the Warrant an amount in respect thereof equal to the product of (A) or acquisitions the excess, if any, of Parent Common Stock the Offer Price over the exercise price of the Warrant and (including derivative securities with respect B) the number of Shares previously subject to Parent Common Stock) resulting from such Warrant immediately prior to its cancellation (such payment to be net of withholding taxes and without interest). The Company shall obtain the consent of the holder of the Warrant to the transactions contemplated by this Agreement by each director or officer who is subject Section 3.4(d) no later than the Effective Time in a form acceptable to Parent. The Company shall provide to the reporting requirements of Section 16(a) holder of the Exchange Act, Warrant any required notice (in a form acceptable to be exempt from Parent) under the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPWarrant.

Stock Options; Warrants. (a) At On or as soon as practicable following the date of this Agreement, the Board of Directors of Target (or, if appropriate, any committee thereof administering the Target Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Target Stock Options granted under the Target Stock Plans (each, as so adjusted, an "Adjusted Option"), whether vested or unvested, as necessary to provide that, at the Effective Time, each Target Stock Option outstanding immediately prior to the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent amended and such Company Options shall be converted into options an option to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable Company under such Target Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Parent Common Stock that were issuable upon exercise (rounded down to the nearest whole share) equal to (A) the number of shares of Target Common Stock subject to such Assumed Option, whether or not exercisable, Target Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the at an exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise (rounded up to the nearest tenth of such Assumed Option shall be a cent) equal to the quotient determined by dividing (x) the exercise price per share of Company such Target Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounded up ; and (ii) make such other changes to the nearest whole cent, (iii) all references in the Company Target Stock Plan Plans as Target and the agreement evidencing the Assumed Option Parent may agree are appropriate to give effect to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeMerger. (b) As soon as practicable after The adjustments provided in this Section 5.06 with respect to any Target Stock Option to which Section 421(a) of the Code applies shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code so that no such adjustment shall cause (other than de minimis changes resulting from mathematical rounding) (i) the ratio of the exercise price of each Adjusted Option to the fair market value of the Parent Common Stock subject to such Adjusted Option immediately following the Effective Time, Parent shall deliver, or cause Time to be delivered, more favorable to each holder the optionee than the ratio of an Assumed the corresponding Target Stock Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on exercise price to the same terms and conditions (including any antidilution provisions, and fair market value of the Target Common Stock subject to the adjustments required by this Section 2.2 after giving effect such corresponding Target Stock Option immediately prior to the Merger). Parent shall take Effective Time or (ii) the excess of the aggregate fair market value of all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon subject to each Adjusted Option immediately following the Effective Time over the aggregate exercise or settlement price of such Adjusted Option to be more than the excess of the Assumed Options pursuant aggregate fair market value of all shares of Target Common Stock subject to the terms set forth in this Section 2.2corresponding Target Stock Option immediately prior to the Effective Time over the aggregate exercise price of such corresponding Target Stock Option. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Target Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Target Stock Plans and the agreements evidencing the grants of such Target Stock Options and that such Target Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.06 after giving effect to the Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by following procedures to be communicated by Parent with the notice contemplated by Section 5.06(b), together with the consideration therefor and the federal withholding tax information, if any, required in accordance with the related Target Stock Plan. (d) Except as otherwise expressly provided by this Section 5.06 and except to the extent required under the respective terms of the Target Stock Options, all restrictions or limitations on transfer and vesting with respect to Target Stock Options awarded under the Target Stock Plans or any other plan, program or arrangement of Target or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, and all other terms thereof, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Parent as set forth above. (e) Within two business days following the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) with respect to the registering a number of shares of Parent Common Stock equal to the number of shares subject to the Assumed Adjusted Options. Target shall cooperate with, and assist Parent shall use reasonable best efforts to maintain in the effectiveness of preparation of, such registration statement or registration statements and statement. Prior to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In additionEffective Time, Parent shall use reasonable best efforts take all necessary actions in connection with the assumption of the Adjusted Options, including the reservation, issuance and listing of Parent Common Stock in a number at least equal to cause the number of shares of Parent Common Stock that will be subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)Adjusted Options. (cf) On Target shall take, or after cause to be taken, all action necessary to cause the termination of Target's 1999 Employee Stock Purchase Plan and all future offering periods thereunder, in each case, effective as of the date that is no later than five business days prior to the Closing Date. (g) As soon as practicable following the date of this Agreement and prior to Agreement, the Effective TimeBoard of Directors of Target (or, each of Parent and the Company if appropriate, any committee thereof) shall adopt such resolutions or take all necessary such other actions as may be required to cause any dispositions effect the following: (i) adjust the terms of all outstanding Warrants granted under the warrant agreements listed in Section 3.01(c) of the Company Common Stock (including derivative securities with respect Target Disclosure Schedule as necessary to provide that, at the Effective Time, each Warrant outstanding immediately prior to the Company Common Stock) or acquisitions Effective Time shall be amended and converted into a warrant to acquire, on the same terms and conditions as were applicable under such Warrant, the number of shares of Parent Common Stock (including derivative securities with respect rounded down to the nearest whole share) equal to (A) the number of shares of Target Common Stock subject to such Warrant immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, at an exercise price per share of Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject Stock (rounded up to the reporting requirements nearest tenth of a cent) equal to (x) the exercise price per share of such Target Common Stock immediately prior to the Effective Time divided by (y) the Exchange Ratio; and (ii) make such other changes to the warrant agreements listed in Section 16(a3.01(c) of the Exchange Act, Target Disclosure Schedule as Target and Parent may agree are appropriate to be exempt from give effect to the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPMerger.

Stock Options; Warrants. (a) At Between the date of this Agreement and the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive PlanTime, the 1993 Incentive Company shall take all necessary action to provide that each option, stock appreciation right, or other Equity Right to purchase shares of Company Common Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock PlansOptions”) and (ii) each unexercised and unexpired stock option that is then outstanding granted by the Company under the Company Stock Plans or any other plan or arrangement under which and outstanding at the Effective Time and each warrant to purchase shares of Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested Common Stock (the “Company OptionsWarrants”)) outstanding at the Effective Time, shall become fully vested and shall be assumed by Parent exercisable immediately prior to the Effective Time. Except as set forth in Section 3.6, Holders of the Company Options and/or Company Warrants shall be given the opportunity to exercise their Company Options and Company Warrants, effective immediately prior to the Effective Time and conditioned upon the consummation of the Merger, and thereby to receive the Merger Consideration for each share of Company Common Stock subject to such exercised Company Option or Company Warrant pursuant to Section 3.1(c). (b) At the Effective Time, each Company Option which is not exercised in accordance with Section 3.4(a) or Section 3.6 or treated as a Rollover Option shall be canceled and shall no longer represent the right to purchase shares of Company Common Stock, and each holder of such Company Options Option shall be converted into options cease to purchase Parent have any rights with respect to such Company Option except for the right to receive, upon delivery of an option surrender agreement in a form that is customary for transactions of this type (the “Option Surrender Agreement”) in accordance with Article IV, a cash payment (without interest) by the Surviving Corporation for each share of Company Common Stock subject to such Company Option equal to the amount, if any, by which the Merger Consideration exceeds the per share purchase price of Company Common Stock subject to such Company Option (individually an “Assumed Option” and collectively the “Assumed OptionsOption Settlement Payment”). Each Assumed Company Option shall continue to havethat, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of has an exercise price greater than or equal to the Merger Consideration will be automatically canceled without compensation at the Effective Time. At the Effective Time, (i) the Assumed Options Rollover Options, if any, shall be exercisable terminated and cancelled. and in exchange for whole such termination and cancellation, such Rollover Optionholders shall be entitled to those rights set forth in the Rollover Agreements. (c) At the Effective Time, each Company Warrant which is not exercised in accordance with Section 3.4(a) shall be canceled and shall no longer represent the right to purchase shares of Parent Company Common Stock, and the number each holder of such shares Company Warrant shall be equal cease to have any rights with respect to such Company Warrant except for the product right to receive, upon delivery of a warrant surrender agreement in a form that is customary for transactions of this type (the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option“Warrant Surrender Agreement”) in accordance with Article IV, whether or not exercisable, immediately prior to the Effective Time multiplied a cash payment (without interest) by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price Surviving Corporation for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per each share of Company Common Stock at which subject to such Assumed Option was exercisable immediately prior Company Warrant equal to the Effective Time amount, if any, by which the Exchange RatioMerger Consideration exceeds $11.00 (the “Warrant Settlement Payment”), rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed take all action to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether provide that such options qualify as “incentive stock options” within the meaning of Section 422 treatment of the Code) into options Warrants occurs or is permitted to purchase Parent Common Stock shall be made in such a manner occur as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2herein as of or prior to Closing. As soon as practicable after following the date of this Agreement, the Company shall obtain such consents as are necessary under the Company Warrants to amend such Company Warrants in order to provide for the cancellation of such Company Warrants at the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to Time in exchange for the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)Warrant Settlement Payment. (cd) On or after Between the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities action with respect to the Company’s 1993 Long-Term Incentive Plan; 1998 Long-Term Incentive Plan; 1999 Long-Term Incentive Plan; and 2001 Long-Term Incentive Plan to (a) (i) amend the definition of “Change In Control Price” so that it shall be no greater than the Merger Consideration price per share or (ii) provide that the cash out provisions and definition of “Change In Control Price” are not applicable to the transactions contemplated hereby and simultaneously provide for the termination of the foregoing Long-Term Incentive Plans, the acceleration of vesting of the Company Common StockOptions and the cancellation of the Company Options as set forth in Section 3.4(b), and (b) to delete all references to, and provisions providing payments in connection with, any “Potential Change In Control.” (e) The Company shall be entitled to deduct and withhold from the consideration otherwise payable to the holders of Company Options or acquisitions of Parent Common Stock (including derivative securities Company Warrants, as the case may be, who receive amounts hereunder, such amounts, if any, as it is required to deduct and withhold with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director making of such payment under the Internal Revenue Code or officer who is subject to the reporting requirements any applicable provision of Section 16(a) of the Exchange Actstate, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPlocal or foreign Tax law.

Stock Options; Warrants. (a) At the Effective Time The Amended and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Restated 2000 Stock Option Plan of Parent, and Restricted Stock Purchase Plan (together, all options outstanding thereunder prior to the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”)Merger, shall be assumed by Parent remain in full force and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively effect upon the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, Merger on the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as are in effect immediately prior to the Effective TimeMerger; provided, except thathowever, as of the Effective Time, that (i) all of such options held by a person who is, immediately prior to the Assumed Options Merger, an officer or director of Parent but who is not continuing as an officer or director of Parent after the Merger shall immediately vest, (ii) each holder of such options who is, immediately prior to the Merger, an officer or director of Parent but who is not continuing as an officer or director of Parent after the Merger shall have three (3) years from and after the Closing Date in which to exercise his options, and (iii) each holder of such options who is, immediately prior to the Merger, an employee of Parent shall have three (3) years from and after the termination of his active service with Parent in which to exercise his options. (b) The 2000 Omnibus Stock Incentive Plan, as amended, of the Company (the "Company Plan"), shall be cancelled upon the Merger. Upon the Merger, Parent shall adopt a new stock option plan (the "New Parent Plan") with substantially the same terms as the Company Plan. Parent shall issue to the holders of stock options outstanding under the Company Plan immediately prior to the Merger (the "Company Stock Options") options with the same terms as the options issued under the Company Plan; provided, however, that (i) such options shall remain exercisable for the time period set forth in applicable option grant agreement, regardless of whether any holder of such options does not continue as an officer, director or employee of the Company or Parent immediately after the Merger, (ii) each such option issued under the New Parent Plan shall be exercisable for whole such number of shares of Parent Common Stock, and the number of such shares shall be equal to the product of Stock as equals the number of shares of Company Common Stock that into which the Company Stock Options were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time exercisable multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (iiiii) the per share exercise price for each such option issued under the shares of New Parent Common Stock issuable upon exercise of such Assumed Option Plan shall be equal to the quotient determined by dividing the applicable per share exercise price per share of under the Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time Plan divided by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (bc) As soon as practicable after Upon the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue honor all Company Warrants (as defined in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger3.2 hereof). Parent The Company Warrants shall take all corporate action necessary to reserve thereupon be exercisable in accordance with the terms thereof for issuance a sufficient such number of shares of Parent Common Stock as equals (i) the number of shares of Company Stock for delivery upon which the Company Warrants were exercisable multiplied by (ii) the Exchange Ratio. The exercise or settlement of price for the Assumed Options pursuant Company Warrants shall thereupon be the exercise price for the Company Warrants prior to the terms set forth in this Section 2.2Effective Time divided by the Exchange Ratio and the number of underlying securities shall be proportionately adjusted. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect The Company agrees to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use commercially reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In additioncause, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each (i) all rights of Parent and holders of warrants that are exercisable for securities of the Company shall take all necessary actions as may be required to cause any dispositions of the other than Company Common Stock (including derivative securities with respect the "Company Preferred Warrants") to be terminated or (ii) the Company Common Stock) or acquisitions of Preferred Warrants to be exercisable for Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from at the transactions contemplated by this Agreement by each director or officer who is subject to same exchange rate as the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPCompany Warrants.

Stock Options; Warrants. (a) At Subject to Section 2.5(b) hereof, at the Effective Time and without any action on the part of the parties heretoTime, each outstanding option to purchase Company Shares (ia "Company Option") the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options and become rights to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveStock, and be subject toParent shall assume each such Company Option in accordance with the terms (as in effect as of the date of this Agreement or, for Company Options granted after the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Optiondate hereof, as in effect immediately prior to on the Effective Time, except that, as date of such grants) of the stock option plan under which it was issued and or the terms of the stock option agreement by which it is evidenced. From and after the Effective Time, (i) the Assumed Options shall each Company Option assumed by Parent may be exercisable exercised solely for whole shares of Parent Common Stock, and (ii) the number of shares of Parent Common Stock subject to each such shares Company Option shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of Shares subject to such Assumed Option, whether or not exercisable, Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded rounding down to the nearest whole number of shares of Parent Common Stockshare, (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of under each such Assumed Company Option shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under such Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded Ratio and rounding up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent cent and (iv) all references any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged. The Company's 1999 Employee Stock Option Plan (the "Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock Plan"), shall be deemed to be references to Parent Common Stock. Notwithstanding anything to cancelled upon the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeMerger. (b) As soon as practicable Prior to the Effective Time, the Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 2.5 and to ensure that, from and after the Effective Time, holders of Company Options have no rights in connection with the Merger with respect thereto other than those specifically provided in this Section 2.5. (c) Upon the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue honor all Company Warrants (as defined in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger3.2 hereof). Parent The Company Warrants shall take all corporate action necessary to reserve thereupon be exercisable in accordance with the terms thereof for issuance a sufficient such number of shares of Parent Common Stock as equals (i) the number of Company Shares for delivery upon which the Company Warrants were exercisable multiplied by (ii) the Exchange Ratio. The exercise or settlement of price for the Assumed Options pursuant to Company Warrants shall thereupon be the terms set forth in this Section 2.2. As soon as practicable after exercise price for the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and Company Warrants prior to the Effective Time, each of Parent Time divided by the Exchange Ratio and the number of underlying securities shall be proportionately adjusted and rounded as provided for Company shall take all necessary actions as may be required to cause any dispositions of Options unless otherwise provided in the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPWarrant.

Stock Options; Warrants. (a) At Subject to Section 1.6(d), at the Effective Time and without any action on the part of the parties heretoTime, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified each Raptor Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under and unexercised immediately prior to the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsEffective Time, whether or not exercisable and whether or not vested (the “Company Options”)vested, shall be assumed by Parent and such Company Options shall be converted into options and become an option to purchase Parent TPT Common Stock, and TPT shall assume each such Raptor Stock Option in accordance with the terms (as in effect as of the date of this Agreement) of the Raptor Stock Option Plan under which such Raptor Stock Option was issued and the terms of the stock option agreement by which such Raptor Stock Option is evidenced. All rights with respect to Raptor Common Stock under Raptor Stock Options assumed by TPT shall thereupon be converted into rights with respect to TPT Common Stock. Accordingly, from and after the Effective Time: (individually an “Assumed i) each Raptor Stock Option assumed by TPT may be exercised solely for shares of TPT Common Stock; (ii) the number of shares of TPT Common Stock subject to each Raptor Stock Option assumed by TPT shall be determined by multiplying (A) the number of shares of Raptor Common Stock that were subject to such Raptor Stock Option” , as in effect immediately prior to the Effective Time by (B) the Exchange Ratio and collectively rounding the “Assumed Options”). Each Assumed resulting number down to the nearest whole number of shares of TPT Common Stock; (iii) the per share exercise price for the TPT Common Stock issuable upon exercise of each Raptor Stock Option assumed by TPT shall continue be determined by dividing (A) the per share exercise price of Raptor Common Stock subject to have, and be subject to, the same terms and conditions as set forth in the applicable Company such Raptor Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, by (iB) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, Exchange Ratio and rounding the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share resulting exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent ; and (iv) all references any restriction on the exercise of any Raptor Stock Option assumed by TPT shall continue in the Company Stock Plan full force and effect and the agreement evidencing term, exercisability, vesting schedule and other provisions of such Raptor Stock Option shall otherwise remain unchanged; provided, however, that: (A) to the Company extent provided under the terms of a Raptor Stock Option, such Raptor Stock Option assumed by TPT in accordance with this Section 1.6(a) shall, in accordance with its terms, be subject to Company further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split (including, without limitation, the Reverse Stock Split), consolidation of shares, reclassification, recapitalization or other similar transaction with respect to TPT Common Stock occurring after the date of this Agreement; and (B) TPT’s board of directors or a committee thereof shall be deemed succeed to be references the authority and responsibility of Raptor’s board of directors or any committee thereof with respect to Parent Common Stockeach Raptor Stock Option assumed by TPT. Notwithstanding anything to the contrary in this Section 2.21.6(a), the conversion of any Assumed Options each Raptor Stock Option (regardless of whether such options qualify option qualifies as an “incentive stock optionsoption” within the meaning of Section 422 of the Code) into options an option to purchase Parent shares of TPT Common Stock shall be made in such a manner as would consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Raptor Stock Option shall not constitute a “modification” of such Assumed Options within the meaning Raptor Stock Option for purposes of Section 409A or Section 424 of the Code. (b) As soon as practicable TPT shall file with the SEC, no later than 60 days after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect S-8, if available for use by TPT, relating to the shares of Parent TPT Common Stock subject issuable with respect to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Raptor Stock Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”assumed by TPT in accordance with Section 1.6(a). (c) On or after Subject to Section 1.6(d), at the date of this Agreement Effective Time, each Raptor Warrant that is outstanding and unexercised immediately prior to the Effective Time, shall become converted into and become a warrant to purchase TPT Common Stock and TPT shall assume each such Raptor Warrant in accordance with its terms. All rights with respect to Raptor Common Stock under Raptor Warrants assumed by TPT shall thereupon be converted into rights with respect to TPT Common Stock. Accordingly, from and after the Effective Time: (i) each Raptor Warrant assumed by TPT may be exercised solely for shares of Parent TPT Common Stock; (ii) the number of shares of TPT Common Stock subject to each Raptor Warrant assumed by TPT shall be determined by multiplying (A) the number of shares of Raptor Common Stock issuable upon exercise of the Raptor Warrant immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of TPT Common Stock; (iii) the per share exercise price for the TPT Common Stock issuable upon exercise of each Raptor Warrant assumed by TPT shall be determined by dividing the effective per share exercise price of Raptor Common Stock that are subject to such Raptor Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Raptor Warrant assumed by TPT shall continue in full force and effect and the Company term and other provisions of such Raptor Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Raptor Warrant, such Raptor Warrant assumed by TPT in accordance with this Section 1.6(c) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split (including, without limitation, the Reverse Stock Split), consolidation of shares, reclassification, recapitalization or other similar transaction with respect to TPT Common Stock occurring after the date of this Agreement. (d) Prior to the Effective Time, Raptor shall take all necessary actions as that may be required necessary (under the Raptor Stock Option Plan, the Raptor Warrants and otherwise) to cause any dispositions effectuate the provisions of this Section 1.6 and to ensure that, from and after the Company Common Effective Time, holders of Raptor Stock (including derivative securities Options and Raptor Warrants have no rights with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by thereto other than those specifically provided in this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP1.6.

Stock Options; Warrants. (a) At The Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions and take such other actions as may be required to terminate the Company Stock Plans as of the Effective Time and without any action on each then outstanding Company Stock Option granted under the part Company Stock Plans, whether vested or unvested, shall be cancelled and converted into a right of the parties heretoholder thereof to receive in respect of such Company Stock Option an amount in cash, without interest (the "Company Stock Option Consideration"), equal to the product of (i) the 1996 -35- 40 number of shares of Company Common Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified represented by such Company Stock Option immediately prior to such cancellation and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and conversion multiplied by (ii) each unexercised and unexpired stock option that is then outstanding under the excess, if any, by which the Offer Price exceeds the exercise price per share with respect to such Company Stock Plans Option (such payment to be net of all applicable federal, state, local or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested foreign taxes). (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior b) Prior to the Effective Time, except the Company shall (i) obtain all necessary consents from, and provide (in a form acceptable to Lucent) any required notices to, holders of Company Stock Options and (ii) amend the terms of the Company Stock Plans, in each case, as is necessary to give effect to the provisions of Section 6.5(a). (c) Prior to the Effective Time, the Company shall take all actions to receive from each holder of an outstanding warrant (each, a "Warrant") to purchase shares of Company Common Stock an agreement that, as of the Effective Time, (i) the Assumed Options such Warrant shall be exercisable converted into a right of such holder to receive from the Paying Agent the consideration set forth in the next sentence at the same time that each such holder is entitled to receive payment for whole shares of Parent Company Common Stock, and Stock from the number Surviving Corporation in connection with the Merger. Each holder of a Warrant shall be entitled to receive from the Paying Agent in respect of the shares of Company Common Stock to be issued upon the exercise of such shares shall be Warrant, an amount in cash, without interest (the "Warrant Consideration"), equal to the product of (i) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Assumed Option, whether or not exercisable, Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for excess, if any, by which the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing Offer Price exceeds the exercise price per share of Company Common Stock at which such Assumed Option that was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) applicable with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)Warrant. (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties heretoTime, (i) the 1996 all rights with respect to Company Common Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock under each Company Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is Warrant then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options and become rights with respect to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveStock, and be subject to, Parent shall assume each such Company Option and Company Warrant in accordance with the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, (as in effect immediately prior to the Effective Time, except that, as of the date of this Agreement) of the stock option plan under which it was issued (if applicable) and the stock option agreement or warrant agreement by which it is evidenced. From and after the Effective Time, (i) the Assumed Options shall each Company Option and each Company Warrant assumed by Parent may be exercisable exercised solely for whole shares of Parent Common Stock, and (ii) the number of shares of Parent Common Stock subject to each such shares Company Option and each such Company Warrant shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of subject to such Assumed Option, whether Company Option or not exercisable, Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded rounding down to the nearest whole number share (with cash, less the applicable exercise price, being payable for any fraction of shares of Parent Common Stocka share), (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of under each such Assumed Company Option and each such Company Warrant shall be equal to the quotient determined adjusted by dividing the per share exercise price per share of under such Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time or Company Warrant by the Exchange Ratio, rounded Ratio and rounding up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent cent and (iv) all references in any restriction on the Company Stock Plan and the agreement evidencing the exercise of any such Company Option to or Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option Warrant shall continue in full force and effect on and the same terms term, exercisability, vesting schedule and conditions (including any antidilution provisionsother provisions of such Company Option and Company Warrant shall otherwise remain unchanged; provided, however, that each Company Option and each Company Warrant assumed by Parent in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to the adjustments required by this Section 2.2 after giving effect further adjustment as appropriate to the Merger). Parent shall take reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization, merger, consolidation, sale of all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (substantially all assets or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.other

Stock Options; Warrants. (aA) At As of the Effective Time Time, by virtue of the Merger and without any action on the part of the parties heretoparticipants therein, (i) the 1996 each option to purchase shares of Rotech Common Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under immediately prior to the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsEffective Time ("Rotech Options"), whether or not exercisable and whether or not vested (the “Company Options”)exercisable, shall be assumed replaced by Parent and a substitute option (such Company Options shall be converted into new options being hereinafter referred to as "IHS Exchange Options") to purchase Parent that number of shares of IHS Common Stock (individually equal to the number of shares of Rotech Common Stock subject to such option multiplied by. 5806 at an “Assumed Option” and collectively exercise price per share of IHS Common Stock equal to the “Assumed Options”). Each Assumed Option shall continue option price per share of Rotech Common Stock subject to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as option in effect immediately prior to the Effective Time divided by. 5806. Each such IHS Exchange Option will otherwise contain substantially the same terms and conditions as the Rotech Option it replaces, provided that such IHS Exchange Option will permit "cashless exercise" of such options. IHS shall use its reasonable best efforts to file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement within thirty (30) days after the Effective Time, except thatfor purposes of registering all IHS Shares issuable after the Effective Time upon exercise of the IHS Exchange Options, and use all reasonable efforts to have such registration statement or post-effective amendment become effective and to comply, to the extent applicable, with state securities or blue sky law with respect hereto at the Effective Time. Unless otherwise prohibited by law, such Form S-8 shall also register the reoffer and resale by affiliates of IHS of the IHS Shares issuable to such affiliates upon exercise of the IHS Exchange Options. IHS shall maintain the effectiveness under the Securities Act of such Form S-8 registration statement as long as any such affiliates' options remain outstanding. (B) As of the Effective Time, each warrant to purchase Rotech Shares (ia "Rotech Warrant") the Assumed Options then outstanding shall remain outstanding and shall be exercisable for whole deemed to be a warrant to purchase, in place of the Rotech Shares previously subject to such Rotech Warrant, that number of shares of Parent IHS Common Stock, and the number of such shares shall be Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of Rotech Shares subject to such Assumed OptionRotech Warrant, whether or and not exercisable, immediately exercised prior to the Effective Time Time, multiplied by by. 5806 (the "IHS Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the Warrants"). The exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to under the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common StockRotech Warrant divided by. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code5806. (bC) As soon Rotech will take such reasonable steps as practicable after are necessary to effectuate the Effective Time, Parent shall deliver, or cause to be delivered, to each holder agreement of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)7.14. (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Stock Options; Warrants. (a) At the Effective Time Time, each of the then outstanding Company Options shall, by virtue of the Merger and the provisions hereinafter set forth in this Section 1.3, and without any further action on the part of the parties heretoany holder thereof, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options an option to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares that number of Parent Common Stock, and the number of such shares shall be equal to the product of ADSs (a "Parent Option") obtained by multiplying the number of shares of Company Common Stock that were issuable upon exercise of each such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied Company Option by the Exchange Ratio, and Parent will assume all of the obligations of the Company and its subsidiaries under the Stock Plans. If the foregoing calculation results in a Parent Option being exercisable for a fraction of a Parent ADS, then the number of Parent ADSs subject to such option shall be rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share ADSs. The exercise price for the shares of each Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at Option from which such Assumed Parent Option was exercisable immediately prior to the Effective Time converted divided by the Exchange Ratio, rounded up to the nearest whole cent. The term and vesting schedule, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify status as “an "incentive stock options” within the meaning of option" under Section 422 of the Code) into options , if applicable, and all other terms and conditions of Company Options will, to purchase Parent Common Stock the extent permitted by law and the pooling rules, be unchanged. An optionholder's continuous employment with the Company shall be made in such a manner credited as would not constitute a “modification” employment with Parent for purposes of such Assumed Options within the meaning of Section 424 vesting of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliverOptions. The Company and Parent will take, or cause to be deliveredtaken, all actions which are necessary, proper or advisable under the Stock Plans to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from make effective the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP1.3.

Stock Options; Warrants. (ai) At the Effective Time and without any action on Time, each outstanding option to purchase Company Common Stock (a "STOCK OPTION") granted under the part of the parties hereto, (i) the 1996 Stock Company's 1997 Equity Incentive Plan, the 1993 1996 Incentive Stock OptionPlan, Nonqualified 1994 Incentive and Nonstatutory Stock Option Plan, and Restricted 1992 Incentive and Nonstatutory Stock Purchase Option Plan (togethercollectively, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under "COMPANY STOCK OPTION PLANS"), whether vested or unvested, shall be, together with the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsOption Plans, whether or not exercisable and whether or not vested (the “Company Options”), shall be deemed assumed by Parent and such Company Options shall be converted into options deemed to purchase Parent Common Stock (individually constitute an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue option to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable Company under such Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately Option prior to the Effective Time, except that, as of the Effective Time, number (irounded down to the nearest whole number) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and Shares as the number holder of such shares shall be equal Stock Option would have been entitled to receive pursuant to the product of the number of shares of Company Common Stock that were issuable upon exercise of Merger had such Assumed Option, whether or not exercisable, holder exercised such option in full immediately prior to the Effective Time multiplied by the Exchange Ratio(not taking into account whether or not such option was in fact exercisable), rounded down at a price per share equal to the nearest whole number of shares of Parent Common Stock, (iix) the per share aggregate exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which otherwise purchasable pursuant to such Assumed Stock Option was exercisable immediately prior divided by (y) the number of Parent Shares deemed purchasable pursuant to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company such Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeOption. (bii) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, deliver to each holder of an Assumed outstanding Stock Option an appropriate notice setting forth such holder’s 's rights pursuant thereto thereto, and such Assumed Stock Option shall continue in effect on the same terms and conditions conditions. (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). iii) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock Shares for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon 1.6(e). (iv) Subject to any applicable limitations under the Securities Act of 1933, as practicable after amended, and the Effective Timerules and regulations thereunder (the "SECURITIES ACT"), Parent shall either (A) file a registration statement Registration Statement on Form S-8 (or another appropriate any successor form) ), effective as of the Effective Time, with respect to the shares of Parent Common Stock subject issuable upon exercise of the Stock Options, or (B) file any necessary amendments to the Assumed Options. Company's previously- filed Registration Statements on Form S-8 in order that the Parent will be deemed a "successor registrant" thereunder, and, in either event the Parent shall use all reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and to keep maintain the current status of the prospectus or prospectuses required thereby maintained as relating thereto) for so long as Assumed Options such options shall remain outstanding. In addition(v)Parent will not assume the SVB Warrants (as defined in Section 2.3). Such nonassumption shall have the consequences described in Section 1.7.3 of each of the SVB Warrants. Parent will assume the exercisable SR Warrants (as defined in Section 2.3) such that each exercisable SR Warrant shall be deemed to constitute a warrant to acquire, Parent shall use reasonable best efforts to cause on the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement same terms and conditions as are applicable under such SR Warrant prior to the Effective Time, each the number of Parent and Shares (rounded down to the Company shall take all necessary actions as may be required nearest whole number) that the holder would have been entitled to cause any dispositions of receive pursuant to the Merger had he exercised such warrant in full immediately prior to the Effective Time, at a price per share equal to (x) the aggregate exercise price for Company Common Stock purchasable pursuant to such warrant divided by (including derivative securities with respect y) the number of Parent Shares deemed purchasable pursuant to such warrant. The non- exercisable SR Warrant dated April 22, 1997 for 15,000 shares of Class A Common Stock, shall be deemed assumed by Parent and deemed to constitute a warrant to acquire, on the same terms and conditions as were applicable under such SR Warrant prior to the Effective Time, a number of Parent Shares (rounded down to the nearest whole number) equal to 1,500 multiplied by the Exchange Ratio, at a price per share equal to (x) the aggregate exercise price for Company Common StockStock otherwise purchasable pursuant to such SR Warrant divided by (y) or acquisitions ten multiplied by the number of Parent Common Stock Shares deemed purchasable pursuant to such warrant. (including derivative securities with respect vi)Parent has no obligation to Parent Common Stock) resulting from assume and will not assume the transactions contemplated by this Agreement by each director or officer who is subject Unit Purchase Options granted to X.X. Xxxxx and its affiliates. Should any of the Unit Purchase Options be exercised prior to the reporting requirements of Section 16(a) of the Exchange ActEffective Time, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.3

Stock Options; Warrants. (a) At ATC, effective as of the Effective Time Time, shall assume by operation of this Agreement the SpectraSite 2003 Equity Incentive Plan and without any action on the part of the parties hereto, (i) the 1996 Stock SpectraSite 2005 Equity Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”"SPECTRASITE STOCK OPTION PLANS"), and all stock options (the "SPECTRASITE OPTIONS") and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsoutstanding, whether or not exercisable and whether or not vested (vested, at the “Company Options”)Effective Time under the SpectraSite Stock Option Plans, shall be assumed remain outstanding following the Effective Time. The consummation of the transactions contemplated by Parent and such Company Options this Agreement shall be converted into result in the vesting (or other lapsing of similar restrictions in exercisability) of unvested options granted under the SpectraSite Stock Option Plans that are outstanding immediately prior to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, Effective Time on the same terms and conditions as set forth were applicable under, and only to the extent expressly provided for by the terms of, the SpectraSite Stock Option Plans and the related SpectraSite Options as outstanding and in effect on the date hereof or issued after the date hereof to the extent permitted by Section 5.1(b) (but taking into account any changes thereto provided for in the applicable Company SpectraSite Stock Plan and any agreement evidencing Options Plans or in the grant SpectraSite Options (x) by reason of such Assumed Optionthis Agreement or the transactions contemplated hereby or (y) to the extent permitted in accordance with Section 5.1(c)(vii)). The parties acknowledge that, as in effect under the terms of the SpectraSite Stock Option Plans, immediately prior to the Effective Time, except that, the Board of Directors of SpectraSite will determine whether the SpectraSite Performance Options (as of the Effective Time, defined in each stock option agreement for SpectraSite Stock Options (ia "SPECTRASITE OPTION AGREEMENT")) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, are unvested immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable will become vested upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange RatioTime, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock which determination shall be made in accordance with the terms of the SpectraSite Options and the SpectraSite Stock Option Plans. Notwithstanding the foregoing, the parties agree that if any SpectraSite Option provides for a Service Option (as defined in such a manner as would not constitute a “modification” SpectraSite Option Agreement), such Service Option will vest if the employment of the holder of such Assumed SpectraSite Option is terminated without Cause (as "Cause" is defined in the SpectraSite 2003 Equity Incentive Plan (the "2003 PLAN")) at any time after the Effective Time but before the end of the one (1) year period which starts at the Effective Time (the "PROTECTED PERIOD") or the employment of such SpectraSite Option holder terminates as a result of such SpectraSite Option holder's resignation for Good Reason (as "Good Reason" is defined in the 2003 Plan) during the Protected Period. At the Effective Time, the SpectraSite Options shall, by virtue of the Merger and without any further action on the part of SpectraSite or the holder thereof, be assumed by ATC in such manner that ATC (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code. Code and the regulations thereunder or (bii) As soon as practicable to the extent that Section 424 of the Code does not apply to any such SpectraSite Options, would be such a corporation were Section 424 of the Code applicable to any such SpectraSite Options. From and after the Effective Time, Parent all references to SpectraSite in the SpectraSite Stock Option Plans and the applicable stock option agreements issued thereunder shall deliverbe deemed to refer to ATC. Each SpectraSite Option assumed by ATC (each, or cause to a "SUBSTITUTE OPTION") shall be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on exercisable upon the same terms and conditions as under the SpectraSite Stock Option Plans and the applicable option agreement issued thereunder, except that (including any antidilution provisionsA) each such Substitute Option shall be exercisable for, and subject represent the right to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient acquire, that whole number of shares of Parent ATC Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant (rounded down to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate formnearest whole share) with respect equal to the aggregate number of shares of Parent SpectraSite Common Stock subject to such SpectraSite Option multiplied by the Assumed Options. Parent Exchange Ratio; and (B) the option price per share of ATC Common Stock shall use reasonable best efforts be an amount equal to maintain the effectiveness option price per share of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent SpectraSite Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and such SpectraSite Option in effect immediately prior to the Effective TimeTime divided by the Exchange Ratio (the option price per share, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect so determined, being rounded upward to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is nearest full cent). Such Substitute Option shall otherwise be subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation same terms and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPconditions as such SpectraSite Option.

Stock Options; Warrants. (a) At As soon as practicable following the Effective Time and without any action on date of this Agreement, the part Board of Directors of the parties heretoCompany (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to effect the following: (i) adjust the 1996 terms of all outstanding stock options (the "Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”Options") and (ii) each unexercised and unexpired stock option that is then outstanding granted under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsPlan, whether vested or not exercisable and whether or not vested (unvested, as necessary to provide that, at the “Company Options”)Effective Time, each such Stock Option outstanding immediately prior to the Effective Time shall be assumed by Parent amended and such Company Options shall be converted into options an option to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable Company under such Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as number of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal Stock (rounded down to the product of nearest whole share), determined by multiplying the number of shares of Company Common Stock that were issuable upon exercise of subject to such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied Stock Option by the Common Stock Exchange Ratio, rounded down to the nearest whole number of shares at an exercise price per share of Parent Common Stock, Stock equal to (ii1) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which otherwise purchasable pursuant to such Assumed Stock Option was exercisable immediately prior to divided by (2) the Effective Time by the Common Stock Exchange RatioRatio (each, as so adjusted, an "Adjusted Option"), provided that such exercise price shall be rounded up to the nearest whole cent, ; and (iiiii) all references in make such other changes to the Company Stock Plan as Parent and the agreement evidencing the Assumed Option Company may agree are appropriate to give effect to the Company shall be deemed Merger. (b) The adjustments provided herein with respect to be references to Parent and (iv) all references in the Company any Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “that are "incentive stock options” within the meaning of " as defined in Section 422 of the Code) into options to purchase Parent Common Stock Code shall be made and are intended to be effected in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of which is consistent with Section 424 424(a) of the Code. (bc) As soon as practicable after At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plan, with the result that all obligations of the Company under the Company Stock Plan, including with respect to Stock Options outstanding at the Effective Time, shall be obligations of Parent following the Effective Time. (d) Prior to the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto prepare and such Assumed Option shall continue in effect on file with the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file SEC a registration statement on Form S-8 (or another appropriate form) with respect to the registering a number of shares of Parent Common Stock equal to the number of shares subject to the Assumed Adjusted Options. Parent shall use reasonable best efforts to maintain the effectiveness of such Such registration statement or registration statements shall be kept effective (and to keep the current status of the prospectus or prospectuses required thereby maintained shall be maintained) as long as Assumed any Adjusted Options may remain outstanding. In addition. (e) As soon as practicable and in any event within 30 days after the Effective Time, Parent shall use reasonable best efforts deliver to cause the holders of unvested Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plan and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 after giving effect to the Merger). (f) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan. (g) Except as otherwise contemplated by this Section 6.04 and except to the extent required under the respective terms of the Stock Options or Company Stock Plan, all restrictions or limitations on transfer with respect to Stock Options awarded under the Company Stock Plan or any other plan, program or arrangement of the Company, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Parent as set forth above. (h) At the Effective Time, by virtue of the Merger and without the need for any further corporate action, each Warrant outstanding immediately prior to the Effective Time shall be automatically converted into an option or warrant to acquire, on the same terms and conditions as were applicable under such Warrant, the number of shares of Parent Common Stock (rounded down to the nearest whole share) determined by multiplying the number of shares of Company Capital Stock subject to such Warrant by the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date applicable Merger Consideration with respect such shares of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Capital Stock (including derivative securities with respect to the Company Common Stock) or acquisitions as provided in Section 2.01(c)), at a price per share of Parent Common Stock equal to (including derivative securities with respect A) the aggregate exercise price for the shares of Company Capital Stock otherwise purchasable pursuant to such Warrant divided by (B) the aggregate number of shares of Parent Common StockStock deemed purchasable pursuant to such Warrant; provided, however, that such exercise price shall be rounded up to the nearest whole cent. (i) resulting from The Company acknowledges, and shall cause the plan administrator under the Company Stock Plans to acknowledge, that the provisions of this Section 6.04 shall be deemed to satisfy any requirement of comparability under any such Company Stock Plan or any option agreement evidencing an option grant thereunder so that no option which is unvested immediately prior to the Closing shall become vested as a result of the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPAgreement.

Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties heretoTime, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “334,983 Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), Options shall be assumed by Parent and in accordance with Section 1.12. Accordingly, each such Company Options Stock Option shall be converted into options deemed to purchase Parent Common Stock (individually constitute an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue option to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable under such Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as same number of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and Stock as the number holder of such shares shall be equal Company Stock Option would have been entitled to receive pursuant to the product of the number of shares of Company Common Stock that were issuable upon exercise of Merger had such Assumed Option, whether or not exercisableholder exercised such option in full including as to unvested shares, immediately prior to the Effective Time multiplied by the Exchange Ratio, (rounded down to the nearest whole number of shares of Parent Common Stocknumber), (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise at a price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Parent stock option in accordance with the foregoing; provided, (iii) all references however, that, in the case of any Company Stock Plan 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 agreement evidencing terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Assumed Option to Code. At the Effective Time, 246,243 Company Warrants shall be assumed by Parent in accordance with Section 1.12. Accordingly, each Company Warrant shall be deemed to be references constitute an option to acquire, on the same terms and conditions as were applicable under such Company Warrant, the same number of shares of Parent and Common Stock as the holder of such Company Warrant would have been entitled to receive pursuant to the Merger had such holder exercised such warrant in full including as to unvested shares, immediately prior to the Effective Time (ivrounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) all references in equal to (i) the Company Stock Plan and aggregate exercise price for the agreement evidencing the Company Option to shares of Company Common Stock shall be deemed otherwise purchasable pursuant to be references to Parent Common Stock. Notwithstanding anything to such Company Warrant divided by (ii) the contrary in this Section 2.2, the conversion number of any Assumed Options (regardless full shares of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made deemed purchasable pursuant to such Parent warrant in such a manner as would not constitute a “modification” of such Assumed Options within accordance with the meaning of Section 424 of the Code. (b) foregoing. As soon as practicable after the Effective Time, Parent shall deliver, or cause deliver to be delivered, to each holder the holders of an Assumed Option an Company Options and Company Warrants appropriate notice evidencing the foregoing assumption and setting forth such holder’s participants’ rights pursuant thereto thereto, and such Assumed Option the grants shall continue in effect on the same terms and conditions as existed on the date of this Agreement (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 5.4 after giving effect to the Merger). Parent shall comply with the terms of the Company Incentive Plan to ensure, to the extent required by, and subject to the provisions of, such plan, that Company Options which qualified as Incentive Stock Options prior the Effective Time continue to qualify as Incentive Stock Options after the Effective Time. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed under Company Options pursuant to the terms set forth and Company Warrants assumed in accordance with this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements 5.4 and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQSection 1.12.”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Stock Options; Warrants. (a) At the Effective Time Time, each option granted by Holdings to purchase shares of Holdings Common Stock (each, a "Holdings Option") which is outstanding and without any action on unexercised immediately prior thereto shall cease to represent a right to acquire shares of Holdings Common Stock and shall be converted automatically into an option to purchase shares of Central Common Stock (each, a "Central Option") in an amount and at an exercise price determined as provided below (and otherwise subject to the part terms of the parties heretoAllright 1998 Employee Stock Option Plan (the "Holdings Option Plan"), if applicable to such Holdings Options), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the consummation of the Merger as and to the extent required by the Holdings Option Plan and such agreements: (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent number of shares of Central Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares new Central Option shall be equal to the product of the number of shares of Company Holdings Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior subject to the Effective Time multiplied by original Holdings Option and the Exchange Ratio, provided that any fractional shares of Central Common Stock resulting from such multiplication shall be rounded down to the nearest whole number of shares of Parent Common Stock, share; and (ii) the exercise price per share exercise price for the shares of Parent Central Common Stock issuable upon exercise of such Assumed under the new Central Option shall be equal to the quotient determined by dividing the exercise price per share of Company Holdings Common Stock at which such Assumed under the original Holdings Option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio, provided that the resulting exercise price shall be rounded up to the nearest whole cent. (b) In the case of any Holdings Options which are intended to be "incentive stock options" (as defined in Section 422 of the Code)("ISOs"), the exercise price of, the number of shares purchasable pursuant to, and the terms and conditions of exercise of, the Central Options issued in exchange therefor shall be determined in order to comply with Section 424(a) of the Code. (iiic) The duration and other terms of Central Options shall be the same as the Holdings Options except that all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company Holdings shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeCentral. (bd) As of the Effective Time, the Holdings Options Plan shall be assumed by Central and, following the Effective Time, Central shall take all steps necessary to provide that shares of Central Common Stock issuable upon the exercise of all outstanding Central Options shall be covered by an effective registration statement on Form S-8 (or other appropriate form) as soon as practicable after the Effective Time. (e) At the Effective Time, Parent each warrant granted by Holdings to purchase shares of Holdings Common Stock (each, a "Holdings Warrant") which is outstanding and unexercised immediately prior thereto shall delivercease to represent a right to acquire shares of Holdings Common Stock and shall be converted automatically into a warrant to purchase shares of Central Common Stock (each, or cause to be delivered, to each holder of a "Central Warrant") in an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject amount equal to the adjustments required by this Section 2.2 after giving effect to product of the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Holdings Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain original Holdings Warrant and the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In additionExchange Ratio, Parent shall use reasonable best efforts to cause the provided that any fractional shares of Parent Central Common Stock subject resulting from such multiplication shall be rounded down to the Assumed Options to nearest share. The exercise price per share of Central Common Stock under the new Central Warrant shall be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior equal to the Effective Time, each exercise price per share of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Holdings Common Stock (including derivative securities with respect under the original Holdings Warrant divided by the Exchange Ratio, provided that the resulting exercise price shall be rounded up to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPnearest cent.

Stock Options; Warrants. (a) At On or as soon as practicable following the date of this Agreement, the Board of Directors of Target (or, if appropriate, any committee thereof administering the Target Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Target Stock Options granted under the Target Stock Plans (each, as so adjusted, an "Adjusted Option"), whether vested or unvested, as necessary to provide that, at the Effective Time, each Target Stock Option outstanding immediately prior to the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent amended and such Company Options shall be converted into options an option to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable Company under such Target Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Parent Common Stock that were issuable upon exercise (rounded down to the nearest whole share) equal to (A) the number of shares of Target Common Stock subject to such Assumed Option, whether or not exercisable, Target Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the at an exercise price per share exercise price for the shares of Parent Common Stock issuable upon exercise (rounded up to the nearest tenth of such Assumed Option shall be a cent) equal to the quotient determined by dividing (x) the exercise price per share of Company such Target Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounded up ; and (ii) make such other changes to the nearest whole cent, (iii) all references in the Company Target Stock Plan Plans as Target and the agreement evidencing the Assumed Option Parent may agree are appropriate to give effect to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeMerger. (b) As soon as practicable after The adjustments provided in this Section 5.06 with respect to any Target Stock Option to which Section 421(a) of the Effective Time, Parent Code applies shall deliver, or cause be and are intended to be delivered, to effected in a manner which is consistent with Section 424(a) of the Code so that no such adjustment shall cause (other than de minimis changes resulting from mathematical rounding) (i) the ratio of the exercise price of each holder of an Assumed Adjusted Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to fair market value of the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement subject to such Adjusted Option immediately following the Effective Time to be more favorable to the optionee than the ratio of the Assumed Options pursuant corresponding Target Stock Option exercise price to the terms set forth in this Section 2.2. As soon as practicable after fair market value of the Target Common Stock subject to such corresponding Target Stock Option immediately prior to the Effective Time, Parent shall file a registration statement on Form S-8 Time or (or another appropriate formii) with respect to the excess of the aggregate fair market value of all shares of Parent Common Stock subject to each Adjusted Option immediately following the Assumed Options. Parent shall use reasonable best efforts to maintain Effective Time over the effectiveness aggregate exercise price of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.Adjusted

Stock Options; Warrants. (a) At the Effective Time Time, each option granted by Holdings to purchase shares of Holdings Common Stock (each, a "Holdings Option") which is outstanding and without any action on unexercised immediately prior thereto shall cease to represent a right to acquire shares of Holdings Common Stock and shall be converted automatically into an option to purchase shares of Central Common Stock (each, a "Central Option") in an amount and at an exercise price determined as provided below (and otherwise subject to the part terms of the parties heretoAllright 1998 Employee Stock Option Plan (the "Holdings Option Plan"), if applicable to such Holdings Options), and the agreements evidencing grants thereunder, including, but not limited to, the accelerated vesting of such options which shall occur in connection with and by virtue of the consummation of the Merger as and to the extent required by the Holdings Option Plan and such agreements: (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent number of shares of Central Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares new Central Option shall be equal to the product of the number of shares of Company Holdings Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior subject to the Effective Time multiplied by original Holdings Option and the Exchange Ratio, provided that any fractional shares of Central Common Stock resulting from such multiplication shall be rounded down to the nearest whole number of shares of Parent Common Stock, share; and (ii) the exercise price per share exercise price for the shares of Parent Central Common Stock issuable upon exercise of such Assumed under the new Central Option shall be equal to the quotient determined by dividing the exercise price per share of Company Holdings Common Stock at which such Assumed under the original Holdings Option was exercisable immediately prior to the Effective Time divided by the Exchange Ratio, provided that the resulting exercise price shall be rounded up to the nearest whole cent. (b) In the case of any Holdings Options which are intended to be "incentive stock options" (as defined in Section 422 of the Code)("ISOs"), the exercise price of, the number of shares purchasable pursuant to, and the terms and conditions of exercise of, the Central Options issued in exchange therefor shall be determined in order to comply with Section 424(a) of the Code. (iiic) The duration and other terms of Central Options shall be the same as the Holdings Options except that all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company Holdings shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodeCentral. (bd) As of the Effective Time, the Holdings Options Plan shall be assumed by Central and, following the Effective Time, Central shall take all steps necessary to provide that shares of Central Common Stock issuable upon the exercise of all outstanding Central Options shall be covered by an effective registration statement on Form S-8 (or other appropriate form) as soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.

Stock Options; Warrants. (a) At Subject to Section 1.6(d), at the Effective Time and without any action on the part of the parties heretoTime, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified each Raptor Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under and unexercised immediately prior to the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsEffective Time, whether or not exercisable and whether or not vested (the “Company Options”)vested, shall be assumed by Parent and such Company Options shall be converted into options and become an option to purchase Parent TPT Common Stock, and TPT shall assume each such Raptor Stock Option in accordance with the terms (as in effect as of the date of this Agreement) of the Raptor Stock Option Plan under which such Raptor Stock Option was issued and the terms of the stock option agreement by which such Raptor Stock Option is evidenced. All rights with respect to Raptor Common Stock under Raptor Stock Options assumed by TPT shall thereupon be converted into rights with respect to TPT Common Stock. Accordingly, from and after the Effective Time: (individually an “Assumed i) each Raptor Stock Option assumed by TPT may be exercised solely for shares of TPT Common Stock; (ii) the number of shares of TPT Common Stock subject to each Raptor Stock Option assumed by TPT shall be determined by multiplying (A) the number of shares of Raptor Common Stock that were subject to such Raptor Stock Option” , as in effect immediately prior to the Effective Time by (B) the Exchange Ratio and collectively rounding the “Assumed Options”). Each Assumed resulting number down to the nearest whole number of shares of TPT Common Stock; (iii) the per share exercise price for the TPT Common Stock issuable upon exercise of each Raptor Stock Option assumed by TPT shall continue be determined by dividing (A) the per share exercise price of Raptor Common Stock subject to have, and be subject to, the same terms and conditions as set forth in the applicable Company such Raptor Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, by (iB) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, Exchange Ratio and rounding the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share resulting exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent ; and (iv) all references any restriction on the exercise of any Raptor Stock Option assumed by TPT shall continue in the Company Stock Plan full force and effect and the agreement evidencing term, exercisability, vesting schedule and other provisions of such Raptor Stock Option shall otherwise remain unchanged; provided, however, that: (A) to the Company extent provided under the terms of a Raptor Stock Option, such Raptor Stock Option assumed by TPT in accordance with this Section 1.6(a) shall, in accordance with its terms, be subject to Company further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split (including, without limitation, the Reverse Stock Split), consolidation of shares, reclassification, recapitalization or other similar transaction with respect to TPT Common Stock occurring after the date of this Agreement; and (B) TPT’s board of directors or a committee thereof shall be deemed succeed to be references the authority and responsibility of Raptor’s board of directors or any committee thereof with respect to Parent Common Stockeach Raptor Stock Option assumed by TPT. Notwithstanding anything to the contrary in this Section 2.21.6(a), the conversion of any Assumed Options each Raptor Stock Option (regardless of whether such options qualify option qualifies as an “incentive stock optionsoption” within the meaning of Section 422 of the Code) into options an option to purchase Parent shares of TPT Common Stock shall be made in such a manner as would consistent with Treasury Regulation Section 1.424–1, such that the conversion of a Raptor Stock Option shall not constitute a “modification” of such Assumed Options within the meaning Raptor Stock Option for purposes of Section 409A or Section 424 of the Code. (b) As soon as practicable TPT shall file with the SEC, no later than 60 days after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect S-8, if available for use by TPT, relating to the shares of Parent TPT Common Stock subject issuable with respect to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Raptor Stock Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”assumed by TPT in accordance with Section 1.6(a). (c) On or after Subject to Section 1.6(d), at the date of this Agreement Effective Time, each Raptor Warrant that is outstanding and unexercised immediately prior to the Effective Time, shall become converted into and become a warrant to purchase TPT Common Stock and TPT shall assume each such Raptor Warrant in accordance with its terms. All rights with respect to Raptor Common Stock under Raptor Warrants assumed by TPT shall thereupon be converted into rights with respect to TPT Common Stock. Accordingly, from and after the Effective Time: (i) each Raptor Warrant assumed by TPT may be exercised solely for shares of Parent TPT Common Stock; (ii) the number of shares of TPT Common Stock subject to each Raptor Warrant assumed by TPT shall be determined by multiplying (A) the number of shares of Raptor Common Stock issuable upon exercise of the Raptor Warrant immediately prior to the Effective Time by (B) the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of TPT Common Stock; (iii) the per share exercise price for the TPT Common Stock issuable upon exercise of each Raptor Warrant assumed by TPT shall be determined by dividing the effective per share exercise price of Raptor Common Stock that are subject to such Raptor Warrant, as in effect immediately prior to the Effective Time, by the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on any Raptor Warrant assumed by TPT shall continue in full force and effect and the Company term and other provisions of such Raptor Warrant shall otherwise remain unchanged; provided, however, that to the extent provided under the terms of a Raptor Warrant, such Raptor Warrant assumed by TPT in accordance with this Section 1.6(c) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split (including, without limitation, the Reverse Stock Split), consolidation of shares, reclassification, recapitalization or other similar transaction with respect to TPT Common Stock occurring after the date of this Agreement. (d) Prior to the Effective Time, Raptor shall take all necessary actions as that may be required necessary (under the Raptor Stock Option Plan, the Raptor Warrants and otherwise) to cause any dispositions effectuate the provisions of this Section 1.6 and to ensure that, from and after the Company Common Effective Time, holders of Raptor Stock (including derivative securities Options and Raptor Warrants have no rights with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by thereto other than those specifically provided in this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP1.6.

Stock Options; Warrants. (a) At the Effective Time Time, the Company Stock Options, whether vested or unvested, will be assumed by SWAT (“Assumed Stock Options”). The Company represents and without any action on the part warrants that Section 2.2(a) of the parties hereto, Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding options to purchase shares of Company Common Stock (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. On the Closing Date, the Company shall be deliver to SWAT an updated Section 2.2(a) of the Company Disclosure Schedule current as of such date. Each such option so assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option SWAT under this Agreement shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company PepperBall Technologies, Inc. 2000 Stock Option Plan and the Jaycor Tactical Solutions, Inc. 2000 Nonqualified Stock Option Plan (collectively the “Company Option Plans”) and any stock option agreement evidencing the grant of governing such Assumed Option, as in effect option immediately prior to the Effective Time, except that, as of the Effective Time, that (ia) the Assumed Options shall such option will be exercisable for that number of whole shares of Parent SWAT Common Stock, and the number of such shares shall be Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, option immediately prior to the Effective Time multiplied by the Exchange Ratio, Ratio and rounded down to the nearest whole number of shares of Parent SWAT Common Stock, (iib) the per share exercise price for the shares of Parent SWAT Common Stock issuable upon exercise of such Assumed Option shall assumed option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, cent and (iiic) all references in any restriction on the exercisability of such Company Stock Plan Option shall continue in full force and effect, and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent term, exercisability, vesting schedule and (iv) all references in the other provisions of such Company Stock Plan and Option shall remain unchanged. Consistent with the agreement evidencing terms of the Company Option to Plans and the documents governing the outstanding options, the Merger will not terminate any of the outstanding options under the Company Option Plans or accelerate the exercisability or vesting of such options or the shares of SWAT Common Stock shall which will be deemed subject to those options upon SWAT’s assumption of the options in the Merger. To the extent possible, the Assumed Stock Options will be references to Parent Common Stock. Notwithstanding anything subject to the contrary in this Section 2.2SWAT 2004 Incentive Plan (the “SWAT Stock Plan”) (provided that if such action is not possible, the conversion parties will mutually agree upon other arrangements with respect to such Assumed Stock Options). It is the intention of any Assumed Options (regardless of whether such the parties that the options qualify as “so assumed by SWAT following the Effective Time will remain incentive stock options” within the meaning of options as defined in Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject Code to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon extent such options qualified as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and incentive stock options prior to the Effective Time, each of Parent and the Company parties hereto shall take all necessary actions as may be required use their commercially reasonable efforts to cause any dispositions carry out such intention. Within 10 business days after the Effective Time, SWAT will issue to each Person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Common Stock (including derivative securities with respect Option Plans a document in form and substance reasonably satisfactory to the Company Common Stock) or acquisitions evidencing the foregoing assumption of Parent such option by SWAT. SWAT agrees to take such action as is necessary to include the shares of SWAT Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject issuable pursuant to the reporting requirements Assumed Stock Options in SWAT’s previously filed registration statement on Form S-8. In the event the shares of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act SWAT Common Stock issuable pursuant to Rule 16b-3 promulgated thereunder. Such actions shall the Assumed Stock Options cannot be consistent included in SWAT’s previously filed registration statement on Form S-8, SWAT will prepare and file with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”) another registration statement on Form S-8 to include the shares of SWAT Common Stock issuable pursuant to the Assumed Stock Options and the Company will cooperate with and assist SWAT in the preparation thereof. (b) At the Effective Time the Company Warrants will be assumed by SWAT (“Assumed Warrants”). The Company represents and warrants that Section 2.2(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all holders of outstanding warrants to purchase shares of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock (“Company Warrants”), includingincluding the number of shares of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock subject to each such warrant, but not limited the exercise price per share and the term of each such warrant. On the Closing Date, the Company shall deliver to SWAT an updated Section 2.2(b) of the Company Disclosure Schedule current as of such date. Each such warrant so assumed by SWAT under this Agreement shall continue to have, and be subject to, the No-Action letter dated January 12same terms and conditions set forth in the document(s) governing such warrant immediately prior to the Effective Time, 1999, issued except that (a) such warrant will be exercisable for that number of whole shares of SWAT Common Stock equal to the product of the number of shares of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock that were issuable upon exercise of such warrant immediately prior to the Effective Time multiplied by the SEC Exchange Ratio and rounded down to Skaddenthe nearest whole number of shares of SWAT Common Stock, Arps(b) the per share exercise price for the shares of SWAT Common Stock issuable upon exercise of such assumed warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock or other securities convertible or exchangeable for shares of Company Common Stock at which such warrant was exercisable immediately prior to the Effective Time by the Exchange Ratio, Slaterounded up to the nearest whole cent and (c) any restriction on the exercisability of such Company Warrant shall continue in full force and effect, Xxxxxxx & Xxxx LLPand the term, exercisability and other provisions of such Company Warrant shall remain unchanged. Within 10 business days after the Effective Time, SWAT will issue to each Person who, immediately prior to the Effective Time was a holder of an outstanding Company Warrant a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such warrant by SWAT.

Stock Options; Warrants. (a) At the Effective Time Each holder of an outstanding and without any action on the part of the parties hereto, unexercised stock option (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock PlansOptions”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsOption Plans, whether or not exercisable that is vested and whether or not vested (the “Company Options”)exercisable, shall be assumed by Parent and such Company Options shall be converted into options entitled to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to receive at the Effective Time, except that, as of the Effective Time, Time (i) from the Assumed Options shall be exercisable for whole shares Purchaser, an amount in cash (net of Parent Common Stock, and the number of such shares shall be any applicable withholding taxes) equal to the product of (A) the number of shares of the Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior previously subject to the Effective Time multiplied by Company Stock Option and (B) the Exchange Ratio, rounded down to the nearest whole number excess of shares of Parent Common Stock, (ii) the per share exercise price for amount of cash to be paid in the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing Merger over the exercise price per share of the Company Common Stock previously subject to the Company Stock Option; provided, however, that any Stock Option that has an exercise price per share of the Company Common Stock that is equal to or greater than the per share amount of cash to be paid in the Merger shall be canceled in full without any payment in respect thereof; and provided, further, that at which such Assumed Option was exercisable immediately prior to and after the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company Options shall be deemed to be references to Parent canceled in full, and (iv) all references in the no Company Stock Plan and Options shall be exercisable, whether for shares of the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 or shares of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the CodePurchaser common stock. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each Each holder of an Assumed Option outstanding and unexercised warrant to purchase Company Common Stock (the “Company Warrants”) that is vested and exercisable, shall be entitled to receive at the Effective Time (i) from the Purchaser, an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue amount in effect on the same terms and conditions cash (including net of any antidilution provisions, and subject applicable withholding taxes) equal to the adjustments required by this Section 2.2 after giving effect to product of (A) the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent the Company Common Stock for delivery upon exercise or settlement previously subject to the Company Warrant and (B) the excess of the Assumed Options pursuant per share amount of cash to be paid in the Merger over the exercise price per share of the Company Common Stock previously subject to the terms set forth Company Warrant; provided, however, that any Company Warrant that has an exercise price per share of the Company Common Stock that is equal to or greater than the per share amount of cash to be paid in this Section 2.2. As soon as practicable the Merger shall be canceled in full without any payment in respect thereof; and provided, further, that at and after the Effective TimeTime all Company Warrants shall be canceled in full, Parent and no Company Warrants shall file a registration statement on Form S-8 (or another appropriate form) with respect to the be exercisable, whether for shares of Parent the Company Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status shares of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)Purchaser common stock. (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the The Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect Options and the Company Warrants to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) terminate such Company Stock Options and Company Warrants as of the Exchange Act, Effective Time and to be exempt from implement the short-swing profit liability rules foregoing provisions of this Section 16(b) 2.9. The Board of Directors of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance Company, or, if appropriate, any committee of the United States Securities Board of Directors administering the Company Option Plans shall adopt such resolutions or take such actions as are necessary to implement the foregoing provisions of this Section 2.9 and Exchange Commission (carry out the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPterms of this Agreement.

Stock Options; Warrants. (a) At the Effective Time and without any action on the part Time, each outstanding option to purchase shares of the parties heretoCompany Common Stock (each, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsa "COMPANY STOCK OPTION"), whether or not exercisable vested, and each outstanding Company Warrant, whether or not vested (the “Company Options”)then exercisable, shall by virtue of the Merger be assumed by Parent and such Company Options shall be converted into options to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”)Parent. Each Assumed Company Stock Option shall and each Company Warrant so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect options or warrants immediately prior to the Effective Time, except that, as of the Effective Time, that (i) the Assumed Options shall each Company Stock Option and each Company Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock, and the number of such shares shall be Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed OptionCompany Stock Option or Company Warrant, whether or not exercisableas applicable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed assumed Company Stock Option shall or Company Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Company Stock Option or Company Warrant, as applicable, was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon [Reserved]. (c) Parent shall cause employees of Company and its subsidiaries as practicable of the Effective Time ("AFFECTED EMPLOYEES") to be credited with service with Company and each of its subsidiaries for purposes of eligibility and vesting under each employee benefit plan maintained by Parent or its subsidiaries after the Effective Time to the extent of their service with Company provided, however, that such service shall not be recognized to the extent that such recognition would result in duplication of benefits. To the extent permitted by the Parent Plans and applicable law, Parent will, or will cause Company to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Effective Time, Parent shall deliver, other than limitations or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue waiting periods that are already in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements employees and to keep the current status that have not been satisfied as of the prospectus or prospectuses required thereby Effective Time under any welfare plan maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause for the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and Affected Employees immediately prior to the Effective Time, and (ii) provide each of Parent Affected Employee with credit for any co-payments and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect deductibles paid prior to the Company Common Stock) Effective Time in satisfying any applicable deductible or acquisitions of Parent Common Stock (including derivative securities with respect out-of-pocket requirements under any welfare plans that such employees are eligible to Parent Common Stock) resulting from participate in after the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPEffective Time.

Stock Options; Warrants. (a) At ATC, effective as of the Effective Time Time, shall assume by operation of this Agreement the SpectraSite 2003 Equity Incentive Plan and without any action on the part of the parties hereto, (i) the 1996 Stock SpectraSite 2005 Equity Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company SpectraSite Stock Option Plans”), and all stock options (the “SpectraSite Options”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsoutstanding, whether or not exercisable and whether or not vested (vested, at the “Company Options”)Effective Time under the SpectraSite Stock Option Plans, shall be assumed remain outstanding following the Effective Time. The consummation of the transactions contemplated by Parent and such Company Options this Agreement shall be converted into result in the vesting (or other lapsing of similar restrictions in exercisability) of unvested options granted under the SpectraSite Stock Option Plans that are outstanding immediately prior to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, Effective Time on the same terms and conditions as set forth were applicable under, and only to the extent expressly provided for by the terms of, the SpectraSite Stock Option Plans and the related SpectraSite Options as outstanding and in effect on the date hereof or issued after the date hereof to the extent permitted by Section 5.1(b) (but taking into account any changes thereto provided for in the applicable Company SpectraSite Stock Plan and any agreement evidencing Options Plans or in the grant SpectraSite Options (x) by reason of such Assumed Optionthis Agreement or the transactions contemplated hereby or (y) to the extent permitted in accordance with Section 5.1(c)(vii)). The parties acknowledge that, as in effect under the terms of the SpectraSite Stock Option Plans, immediately prior to the Effective Time, except that, the Board of Directors of SpectraSite will determine whether the SpectraSite Performance Options (as of the Effective Time, defined in each stock option agreement for SpectraSite Stock Options (ia “SpectraSite Option Agreement”)) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, are unvested immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent Common Stock issuable will become vested upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange RatioTime, rounded up to the nearest whole cent, (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock which determination shall be made in accordance with the terms of the SpectraSite Options and the SpectraSite Stock Option Plans. Notwithstanding the foregoing, the parties agree that if any SpectraSite Option provides for a Service Option (as defined in such a manner as would not constitute a “modification” SpectraSite Option Agreement), such Service Option will vest if the employment of the holder of such Assumed SpectraSite Option is terminated without Cause (as “Cause” is defined in the SpectraSite 2003 Equity Incentive Plan (the “2003 Plan”)) at any time after the Effective Time but before the end of the one (1) year period which starts at the Effective Time (the “Protected Period”) or the employment of such SpectraSite Option holder terminates as a result of such SpectraSite Option holder’s resignation for Good Reason (as “Good Reason” is defined in the 2003 Plan) during the Protected Period. At the Effective Time, the SpectraSite Options shall, by virtue of the Merger and without any further action on the part of SpectraSite or the holder thereof, be assumed by ATC in such manner that ATC (i) is a corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code. Code and the regulations thereunder or (bii) As soon as practicable to the extent that Section 424 of the Code does not apply to any such SpectraSite Options, would be such a corporation were Section 424 of the Code applicable to any such SpectraSite Options. From and after the Effective Time, Parent all references to SpectraSite in the SpectraSite Stock Option Plans and the applicable stock option agreements issued thereunder shall deliverbe deemed to refer to ATC. Each SpectraSite Option assumed by ATC (each, or cause to a “Substitute Option”) shall be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on exercisable upon the same terms and conditions as under the SpectraSite Stock Option Plans and the applicable option agreement issued thereunder, except that (including any antidilution provisionsA) each such Substitute Option shall be exercisable for, and subject represent the right to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient acquire, that whole number of shares of Parent ATC Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant (rounded down to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate formnearest whole share) with respect equal to the aggregate number of shares of Parent SpectraSite Common Stock subject to such SpectraSite Option multiplied by the Assumed Options. Parent Exchange Ratio; and (B) the option price per share of ATC Common Stock shall use reasonable best efforts be an amount equal to maintain the effectiveness option price per share of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent SpectraSite Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and such SpectraSite Option in effect immediately prior to the Effective TimeTime divided by the Exchange Ratio (the option price per share, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect so determined, being rounded upward to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is nearest full cent). Such Substitute Option shall otherwise be subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation same terms and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPconditions as such SpectraSite Option.

Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties hereto, (i) the 1996 Stock Incentive PlanTime, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “then outstanding Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsOptions, whether vested or not exercisable and whether or not vested (the “Company Options”)unvested, shall will be assumed by Parent (“Assumed Stock Options”) and such the Company Options shall Stock Warrants will either (a) be assumed by Parent (“Assumed Stock Warrants”) at the Effective Time or (b) at or prior to the Closing (i) be terminated or (ii) be converted into Company Common Stock. Section 3.2 of the Company Disclosure Schedule hereto sets forth a true and complete list as of the date hereof of all holders of outstanding options to purchase Parent shares of Company Common Stock (individually an “Assumed Option” and collectively the “Assumed Company Stock Options”) and the outstanding warrants to purchase shares of Company Common Stock (“Company Stock Warrants”), including the number of shares of Company Common Stock subject to each such option and warrant, the exercise or vesting schedule, the exercise price per share and the term of each such option or warrant. On the Closing Date, the Company shall deliver to Parent an updated Section 3.2 of the Company Disclosure Schedule hereto current as of such date. Each Assumed Option such option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Option Plan (“Company Option Plan”) and any agreement evidencing the grant of other document governing such Assumed Option, as in effect option immediately prior to the Effective Time, except that, as of the Effective Time, that (ia) the Assumed Options shall such option will be exercisable for that number of whole shares of Parent Common Stock, and the number of such shares shall be Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, option immediately prior to the Effective Time multiplied by the Exchange Ratio, 0.780274 and rounded down to the nearest whole number of shares of Parent Common Stock, (iib) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall assumed option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option option was exercisable immediately prior to the Effective Time by the Exchange Ratio0.780274, rounded up to the nearest whole centtenth of a cent and (c) any restriction on the exercisability of such Company Stock Option shall continue in full force and effect, (iii) all references in and the term, exercisability, vesting schedule and other provisions of such Company Stock Option shall remain unchanged. Consistent with the terms of the Company Stock Option Plan and the agreement evidencing documents governing the Assumed Option to outstanding options, the Company shall be deemed to be references to Parent and (iv) all references in Merger will not terminate any of the Company Stock Plan and the agreement evidencing outstanding options under the Company Option to Company Plan or accelerate the exercisability or vesting of such options or the shares of Parent Common Stock shall which will be deemed subject to be references to those options upon Parent’s assumption of the options in the Merger. It is the intention of the parties that the options so assumed by Parent Common Stock. Notwithstanding anything to following the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “Effective Time will remain incentive stock options” within the meaning of options as defined in Section 422 of the Code) into Code to the extent such options qualified as incentive stock options prior to purchase Parent Common Stock the Effective Time, and the parties hereto shall be made in use their commercially reasonable efforts to carry out such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable intention. Within 10 business days after the Effective Time, Parent shall deliver, or cause to be delivered, will issue to each person who, immediately prior to the Effective Time was a holder of an Assumed outstanding option under the Company Option an appropriate notice setting forth such holder’s rights pursuant thereto Plan a document in form and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject substance reasonably satisfactory to the adjustments required Company evidencing the foregoing assumption of such option by this Section 2.2 after giving effect Parent. Each Assumed Stock Warrant shall be identical to the Merger). Company Stock Warrants except that (a) each such warrant will be exercisable for that number of whole shares of Parent shall take all corporate action necessary Common Stock equal to reserve for issuance a sufficient the product of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by 0.780274 and rounded down to the nearest whole number of shares of Parent Common Stock Stock, (b) the per share exercise price for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject issuable upon exercise of such assumed warrant will be equal to the Assumed Options. Parent shall use reasonable best efforts to maintain quotient determined by dividing the effectiveness exercise price per share of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Company Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and at which such option was exercisable immediately prior to the Effective TimeTime by 0.780274, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect rounded up to the Company Common Stock) or acquisitions nearest whole tenth of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPa cent.

Stock Options; Warrants. (a) At As soon as practicable following the Effective Time and without any action on date of this Agreement, the part Board of Directors of the parties heretoCompany (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (if any) as may be required to effect the following: (i) adjust the 1996 terms of all outstanding Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding Options granted under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock optionsPlans, whether vested or not exercisable and whether or not vested (unvested, as necessary to provide that, at the “Company Options”)Effective Time, shall be assumed by Parent and each such Company Options Stock Option outstanding immediately prior to the Effective Time shall be converted into options an option to purchase Parent Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable Company under such Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as number of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be equal Stock (rounded down to the product of nearest whole share), determined by multiplying the number of shares of Company Class B Common Stock that were issuable upon exercise of subject to such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied Stock Option by the Exchange Ratio, rounded down to the nearest whole number of shares at an exercise price per share of Parent Common Stock, Stock equal to (ii1) the per share exercise price for the shares of Parent Company Class B Common Stock issuable upon otherwise purchasable pursuant to such Stock Option divided by (2) the Exchange Ratio (each, as so adjusted, an "Adjusted Option"), provided that such exercise of such Assumed Option price shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, ; and (iiiii) all references in make such other changes to the Company Stock Plan Plans as Parent and the agreement evidencing the Assumed Option Company may agree are appropriate to give effect to the Company shall be deemed Merger. (b) The adjustments provided herein with respect to be references to Parent and (iv) all references in the Company any Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “that are "incentive stock options” within the meaning of " as defined in Section 422 of the Code) into options to purchase Parent Common Stock Code shall be made and are intended to be effected in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of which is consistent with Section 424 424(a) of the Code. (bc) As soon as practicable after At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Parent shall assume the Company Stock Plans, with the result that all obligations of the Company under the Company Stock Plans, including with respect to Stock Options outstanding at the Effective Time, shall be obligations of Parent following the Effective Time. (d) Prior to the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto prepare and such Assumed Option shall continue in effect on file with the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file SEC a registration statement on Form S-8 (or another appropriate form) with respect to the registering a number of shares of Parent Common Stock equal to the number of shares subject to the Assumed Adjusted Options. Parent shall use reasonable best efforts to maintain the effectiveness of such Such registration statement or registration statements shall be kept effective (and to keep the current status of the prospectus or prospectuses required thereby maintained shall be maintained) as long as Assumed any Adjusted Options may remain outstanding. In addition. (e) As soon as practicable and in any event within 30 days after the Effective Time, Parent shall use reasonable best efforts deliver to cause the holders of unvested Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Company Stock Plan and the agreements evidencing the grants of such Stock Options and that such Stock Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.03 after giving effect to the Merger). (f) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Parent, together with the consideration therefor and the Federal withholding tax information, if any, required in accordance with the related Company Stock Plan. (g) Except as otherwise contemplated by this Section 6.03 and except to the extent required under the respective terms of the Stock Options or Company Stock Plans, all restrictions or limitations on transfer with respect to Stock Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Parent as set forth above. (h) At the Effective Time, by virtue of the Merger and without the need for any further corporate action, each Warrant outstanding immediately prior to the Effective Time shall be automatically converted into a warrant to acquire, on the same terms and conditions as were applicable under such Warrant, the number of shares of Parent Common Stock (rounded down to the nearest whole share) determined by multiplying the number of shares of Company Class B Common Stock subject to such Warrant by the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective TimeExchange Ratio, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions at a price per share of Parent Common Stock equal to (including derivative securities with respect A) the per share exercise price for the shares of Company Class B Common Stock otherwise purchasable pursuant to Parent Common Stocksuch Warrant divided by (B) resulting from the transactions contemplated by this Agreement by each director or officer who is subject Exchange Ratio; provided, however, that such exercise price shall be rounded up to the reporting requirements of nearest whole cent. (i) This Section 16(a) 6.03 shall survive the consummation of the Exchange ActMerger, is intended to be exempt from benefit the short-swing profit liability rules of Section 16(b) holders of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions Stock Options and Warrants and shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued enforceable by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPsuch persons.

Stock Options; Warrants. (a) At the Effective Time Subject to Section 3.03(b), each Option and without Warrant (each as defined in Section 4.03), other than any action on the part Options or Warrants held by members of the parties heretoBuyout Group, (i) the 1996 Stock Incentive Planshall, the 1993 Incentive Stock Optionin settlement thereof, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) receive for each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent and such Company Options shall be converted into options to purchase Parent share of Common Stock subject to such Option or Warrant an amount (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue subject to have, and be subject to, the same terms and conditions as set forth any applicable withholding tax) in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and the number of such shares shall be cash equal to the product of difference between the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) Merger Consideration and the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal or Warrant to the quotient determined by dividing extent such difference is a positive number (such amount being hereinafter referred to as the "OPTION/WARRANT CONSIDERATION"). Upon receipt of the Option/Warrant Consideration therefor, or if the difference between the Merger Consideration and the exercise price per share of Company Common Stock at which such Assumed any Option was exercisable immediately prior or Warrant is not a positive number, each Option and Warrant shall be deemed canceled to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, (iii) all references extent provided in the Company Stock Plan Option Plans (as defined in Section 4.03) or other applicable agreement. The surrender of an Option or Warrant in exchange for the Option/Warrant Consideration, or if the difference between the Merger Consideration and the agreement evidencing the Assumed exercise price of any Option to the Company or Warrant is not a positive number, shall be deemed a release of any and all rights the holder had or may have had in respect of such Option or Warrant to be references to Parent and (iv) all references the extent provided in the Company Stock Plan and Option Plans or other applicable agreement. Either prior to or as soon as practicable following the agreement evidencing consummation of the Amended Offer, the Board (or, if appropriate, any committee of the Board administering the Company Option Plans) shall adopt such resolutions or take other such actions as are required to Company Common Stock cause any Options that are not exercisable as of the date hereof to become exercisable at the Effective Time. All amounts payable pursuant to this Section 3.03(a) shall be deemed subject to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion any required withholding of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 of the Code) into options to purchase Parent Common Stock taxes and shall be made in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Codepaid without interest. (b) As soon as practicable after The obligation to make the Effective Time, Parent cash payment described in Section 3.03(a): (i) shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect obtaining of any necessary consents of optionees and holders to the Merger)cancellation of the applicable Options or Warrants and (ii) shall not require any action that violates any of the Company Option Plans or other applicable agreement. Parent shall take all corporate action necessary to reserve for issuance a sufficient number Upon the purchase of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms set forth in this Section 2.2. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect to the shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status consummation of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In additionAmended Offer, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required use its reasonable efforts to cause any dispositions adopt such amendments, modifications or resolutions of the Company Common Stock (including derivative securities Board with respect to the Company Common Stock) Option Plans as may be permitted thereunder to provide that following the Effective Time no participant in the Company Option Plans or acquisitions other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of Parent Common Stock (including derivative securities UDC Holdings, UDC Acquisition, the Company or the Surviving Corporation and to terminate all such plans. UDC Acquisition shall cooperate with the Company with respect to Parent Common Stock) resulting from any such steps, including, without limitation, by causing any notices required by the Company Option Plans to be delivered to participants therein. The Company shall also take all necessary action to approve the disposition of the Options and Warrants in connection with the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) extent necessary to exempt such transactions and dispositions under Rule 16b-3 of the Exchange Act. Notwithstanding anything in this Section 3.03 to the contrary, the failure of the Company to cause any of the actions set forth in this Section 3.03 to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”)taken, including, but without limitation, with respect to termination of the Company Option Plans or other applicable agreements or cancellation of the Options or Warrants, shall not limited toconstitute a breach of the terms of, or a default under, this Agreement; provided the No-Action letter dated January 12, 1999, issued by the SEC Company shall be required to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPuse its reasonable efforts as specified above.

Stock Options; Warrants. (a) All of Trilogy's Common Stock purchase Options and Warrants are disclosed in Schedule 1.6(B)(3) and no additional rights to purchase any Trilogy securities will be granted without the prior written consent of AmeriNet. (b) At the Effective Time Time, all Options and without any action on the part of the parties hereto, (i) the 1996 Warrants to purchase Trilogy's Common Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), shall be assumed by Parent AmeriNet and such Company Options shall be converted into options entitle the holder to purchase Parent one share of unregistered AmeriNet Common Stock (individually an “Assumed Option” and collectively the “Assumed Options”). Each Assumed for every three shares of Trilogy's Common Stock that was issuable pursuant to such Option shall continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately or Warrant prior to the Effective TimeMerger, except thatat $0.75 per share; PROVIDED, as of the Effective Time, THAT: (i) the Assumed Options shall be exercisable for whole The shares of Parent Common Stock, and the number of such shares shall be equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Option, whether or not exercisable, immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) the per share exercise price for the shares of Parent AmeriNet Common Stock issuable upon exercise of such Assumed the Option shall or Warrant will be equal to issued in reliance on the quotient determined by dividing exemptive provisions of Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and that at the time of exercise price per share of Company the AmeriNet Common Stock at which such Assumed Option was may be legally issued in reliance of Section 4(2) of the Securities Act; (ii) The Warrants will be exercisable immediately prior to for a period of five years following the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, Time; and (iii) all references in the Company Stock Plan and the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to Company Common Stock shall be deemed to be references to Parent Common Stock. Notwithstanding anything to the contrary in this Section 2.2, the conversion of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Section 422 The terms of the Code) into Options or Warrants after their conversion to AmeriNet options to purchase Parent Common Stock shall be made in such a manner and warrants, other than as would not constitute a “modification” of such Assumed Options within the meaning of Section 424 of the Code. (b) As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisions, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise or settlement of the Assumed Options pursuant to the terms specifically set forth in this Section 2.2. As soon as practicable after the Effective TimeAgreement, Parent shall file a registration statement on Form S-8 (or another appropriate form) with respect be identical to the shares terms at the time of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”)their issuance. (c) On In the event that AmeriNet files a registration statement on Commission Form S-8 registering securities to be issued or after held by employees of AmeriNet or of AmeriNet's subsidiaries, the date AmeriNet common stock purchase Options received by and held by employees and consultants of this Agreement the Surviving Corporation and prior former employees and consultants of Trilogy, shall be included therein, to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPextent that they are legally eligible for inclusion therein.

Stock Options; Warrants. (a) At the Effective Time and without any action on the part of the parties heretoTime, (i) the 1996 Stock Incentive Plan, the 1993 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan (together, the “354,605 Company Stock Plans”) and (ii) each unexercised and unexpired stock option that is then outstanding under the Company Stock Plans or any other plan or arrangement under which the Company or its subsidiaries grants stock options, whether or not exercisable and whether or not vested (the “Company Options”), Options shall be assumed by Parent and in accordance with Section 1.12. Accordingly, each such Company Options Stock Option shall be converted into options deemed to purchase Parent Common Stock (individually constitute an “Assumed Option” and collectively the “Assumed Options”). Each Assumed Option shall continue option to haveacquire, and be subject to, on the same terms and conditions as set forth in the were applicable under such Company Stock Plan and any agreement evidencing the grant of such Assumed Option, as in effect immediately prior to the Effective Time, except that, as same number of the Effective Time, (i) the Assumed Options shall be exercisable for whole shares of Parent Common Stock, and Stock as the number holder of such shares shall be equal Company Stock Option would have been entitled to receive pursuant to the product of the number of shares of Company Common Stock that were issuable upon exercise of Merger had such Assumed Option, whether or not exercisableholder exercised such option in full including as to unvested shares, immediately prior to the Effective Time multiplied by the Exchange Ratio, (rounded down to the nearest whole number of shares of Parent Common Stocknumber), (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient determined by dividing the exercise at a price per share of Company Common Stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, (rounded up to the nearest whole cent, ) equal to (iiii) all references in the Company Stock Plan and aggregate exercise price for the agreement evidencing the Assumed Option to the Company shall be deemed to be references to Parent and (iv) all references in the Company Stock Plan and the agreement evidencing the Company Option to shares of Company Common Stock shall be deemed otherwise purchasable pursuant to be references to such Company Stock Option divided by (ii) the number of full shares of Parent Common Stock. Notwithstanding anything Stock deemed purchasable pursuant to such Parent stock option in accordance with the contrary foregoing; provided, however, that, in this Section 2.2, the conversion case of any Assumed Options (regardless of whether such options qualify as “incentive stock options” within the meaning of Company Stock Option to which Section 422 of the Code) into options Code applies (“Incentive Stock Options”), the option price, the number of shares purchasable pursuant to purchase Parent Common Stock such option and the terms and conditions of exercise of such option shall be made determined in such a manner as would not constitute a “modification” of such Assumed Options within the meaning of order to comply with Section 424 424(a) of the Code. (b) As soon as practicable after At the Effective Time, 246,243 Company Warrants shall be assumed by Parent in accordance with Section 1.12. Accordingly, each Company Warrant shall deliverbe deemed to constitute an option to acquire, or cause to be delivered, to each holder of an Assumed Option an appropriate notice setting forth such holder’s rights pursuant thereto and such Assumed Option shall continue in effect on the same terms and conditions (including any antidilution provisionsas were applicable under such Company Warrant, and subject to the adjustments required by this Section 2.2 after giving effect to the Merger). Parent shall take all corporate action necessary to reserve for issuance a sufficient same number of shares of Parent Common Stock for delivery upon exercise or settlement as the holder of the Assumed Options such Company Warrant would have been entitled to receive pursuant to the terms set forth Merger had such holder exercised such warrant in this Section 2.2. As soon full including as practicable after to unvested shares, immediately prior to the Effective Time, Parent shall file a registration statement on Form S-8 Time (or another appropriate form) with respect rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant divided by (ii) the number of full shares of Parent Common Stock subject to the Assumed Options. Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement or registration statements and to keep the current status of the prospectus or prospectuses required thereby maintained as long as Assumed Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the shares of Parent Common Stock subject to the Assumed Options to be quoted on NASDAQ National Market (“NASDAQ”). (c) On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary actions as may be required to cause any dispositions of the Company Common Stock (including derivative securities with respect to the Company Common Stock) or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions contemplated by this Agreement by each director or officer who is subject to the reporting requirements of Section 16(a) of the Exchange Act, to be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act deemed purchasable pursuant to Rule 16b-3 promulgated thereunder. Such actions shall be consistent such Parent warrant in accordance with all current applicable interpretation and guidance of the United States Securities and Exchange Commission (the “SEC”), including, but not limited to, the No-Action letter dated January 12, 1999, issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLPforegoing.