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.

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 Option, whether or not exercisable, immediately prior Excalibur 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 Time multiplied by the Exchange Ratio, Date (rounded down downward to the nearest whole number of shares of Parent Common Stocknumber), at a price per share (iirounded upward to the nearest whole cent) equal to (y) the per share aggregate exercise price for the shares of Parent Excalibur Common Stock issuable upon exercise purchasable pursuant to such Excalibur Stock Option immediately before the Effective Date divided by (z) the number of such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share full shares of Company GRMG Common Stock at which deemed purchasable pursuant to such Assumed Excalibur Stock Option was exercisable immediately prior to in accordance with 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 Codeforegoing.

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.

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 Code to the extent such options qualified as incentive stock options prior to purchase Parent the Effective Time, and the parties hereto shall use their commercially reasonable efforts to 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 Option Plans a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such option by SWAT. SWAT agrees to take such action as is necessary to include the shares of SWAT Common Stock shall issuable pursuant to the Assumed Stock Options in SWAT’s previously filed registration statement on Form S-8. In the event the shares of SWAT Common Stock issuable pursuant to the Assumed Stock Options cannot be made included in such a manner as would not constitute a SWAT’s previously filed registration statement on Form S-8, SWAT will prepare and file with the Securities and Exchange Commission (“modification” SEC”) another registration statement on Form S-8 to include the shares of such SWAT Common Stock issuable pursuant to the Assumed Stock Options within and the meaning of Section 424 of Company will cooperate with and assist SWAT in the Codepreparation thereof.

Stock Options; Warrants. (a) At i)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 thatthe number (rounded down to the nearest whole number) of Parent Shares as the holder of such Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (not taking into account whether or not such option was in fact exercisable), at a price per share equal to (x) the aggregate exercise price for Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (y) the number of Parent Shares deemed purchasable pursuant to such Stock Option. (ii)As soon as practicable after the Effective Time, Parent shall deliver to each holder of an outstanding Stock Option an appropriate notice setting forth such holder's rights pursuant thereto, and such Stock Option shall continue in effect on the same terms and conditions. (iii)Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Shares for delivery pursuant to the terms set forth in this Section 1.6(e). (iv)Subject to any applicable limitations under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "SECURITIES ACT"), Parent shall either (A) file a Registration Statement on Form S-8 (or any successor form), effective 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 with respect 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 the Stock Options, or (B) file any necessary amendments to the 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 efforts to maintain the effectiveness of such Assumed Option registration statement (and maintain the current status of the prospectus or prospectuses relating thereto) for so long as such options shall remain outstanding. (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 equal deemed to constitute a warrant to acquire, on the same terms and conditions as are applicable under such SR Warrant prior to the quotient determined by dividing Effective Time, the exercise price per share number of Company Common Stock at which Parent Shares (rounded down to the nearest whole number) that the holder would have been entitled to receive pursuant to the Merger had he exercised such Assumed Option was exercisable warrant in full immediately prior to the Effective Time Time, at a price per share equal to (x) the aggregate exercise price for Company Common Stock purchasable pursuant to such warrant divided by (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, rounded up at a price per share equal to (x) 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 aggregate exercise price for Company Common Stock shall otherwise purchasable pursuant to such SR Warrant divided by (y) ten multiplied by the number of Parent Shares deemed purchasable pursuant to such warrant. (vi)Parent has no obligation to assume and will not assume the Unit Purchase Options granted to X.X. Xxxxx and its affiliates. Should any of the Unit Purchase Options be deemed to be references to Parent Common Stock. Notwithstanding anything exercised prior to the contrary in this Section 2.2Effective Time, 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.3

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 TimeTime divided by. 5806. Each such IHS Exchange Option will otherwise contain substantially the same terms and conditions as the Rotech Option it replaces, except that, as 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, (i) for purposes of registering all IHS Shares issuable after 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 Effective Time upon exercise of the IHS Exchange Options, and use all reasonable efforts to have such Assumed Optionregistration statement or post-effective amendment become effective and to comply, whether or not exercisable, immediately prior to the extent applicable, with state securities or blue sky law with respect hereto at the Effective Time multiplied Time. Unless otherwise prohibited by law, such Form S-8 shall also register the Exchange Ratio, rounded down reoffer and resale by affiliates of IHS of the IHS Shares issuable 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 such affiliates upon exercise of such Assumed Option the IHS Exchange Options. IHS shall be equal to maintain the quotient determined by dividing effectiveness under 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” Securities Act of such Assumed Options within the meaning of Section 424 of the CodeForm S-8 registration statement as long as any such affiliates' options remain outstanding.

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 CodeParent Options. The Company and Parent will take, or cause to be taken, all actions which are necessary, proper or advisable under the Stock Plans to make effective the transactions contemplated by this Section 1.3.

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 any restriction on the exercise of any such Company Option or Company Warrant shall continue in the Company Stock Plan full force and effect and the agreement evidencing the term, exercisability, vesting schedule and other provisions of such Company Option to and Company Common Stock Warrant shall be deemed to be references to otherwise remain unchanged; provided, however, that each Company Option and each Company Warrant assumed by Parent Common Stock. Notwithstanding anything to the contrary in accordance with this Section 2.25.5(a) shall, the conversion in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization, merger, consolidation, sale 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.all or substantially all assets or other

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 Options within the meaning of Section 424 of the Code.SpectraSite Option is terminated without Cause (as "

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 Central. (d) 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, 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 cease 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 (iveach, a "Central Warrant") all references in an amount equal to the Company product of the number of shares of Holdings Common Stock Plan subject to the original Holdings Warrant and the agreement evidencing the Company Option to Company Exchange Ratio, provided that any fractional shares of Central Common Stock resulting from such multiplication shall be deemed to be references to Parent Common Stock. Notwithstanding anything rounded down to the contrary in this Section 2.2, the conversion nearest share. The exercise price per share 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 Central Common Stock under the new Central Warrant shall be made in such a manner as would not constitute a “modification” equal to the exercise price per share of such Assumed Options within Holdings Common Stock under the meaning of original Holdings Warrant divided by the Exchange Ratio, provided that the resulting exercise price shall be rounded up to the nearest cent. Section 424 of the Code.2.6

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.

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 deemed purchasable pursuant to such Parent warrant in accordance with the foregoing. As soon as practicable after the Effective Time, Parent shall be made deliver to the holders of Company Options and Company Warrants appropriate notice evidencing the foregoing assumption and setting forth such participants’ rights pursuant thereto, and the grants shall continue in such a manner effect on the same terms and conditions as would not constitute a “modification” existed on the date of such Assumed Options within this Agreement (subject to the meaning of adjustments required by this Section 424 5.4 after giving effect to the Merger). Parent shall comply with the terms of the CodeCompany 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 under Company Options and Company Warrants assumed in accordance with this Section 5.4 and Section 1.12.”

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 Options within the meaning of Section 424 of the Code.SpectraSite Option is terminated without Cause (as “

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 CodeCode to the extent such options qualified as incentive stock options prior to the Effective Time, and the parties hereto shall use their commercially reasonable efforts to carry out such intention. Within 10 business days after the Effective Time, Parent will issue to each person who, immediately prior to the Effective Time was a holder of an outstanding option under the Company Option Plan a document in form and substance reasonably satisfactory to the Company evidencing the foregoing assumption of such option by Parent. Each Assumed Stock Warrant shall be identical to the Company Stock Warrants except that (a) into options to purchase each such warrant will be exercisable for that number of whole shares of Parent Common Stock shall be made in such a manner as would not constitute a “modification” equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Assumed Options within option immediately prior to the meaning Effective Time multiplied by 0.780274 and rounded down to the nearest whole number of Section 424 shares of Parent Common Stock, (b) the Codeper share exercise price for the shares of Parent 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 at which such option was exercisable immediately prior to the Effective Time by 0.780274, rounded up to the nearest whole tenth of a cent.