Common use of Treatment of Options and Other Equity-Based Awards Clause in Contracts

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automatically, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Option”), on the same terms and conditions (including, without limitation, any vesting, acceleration or forfeiture provisions or repurchase rights, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to such Assumed Company Option as of immediately prior to the Effective Time. The number of shares of Parent Common Stock subject to each such Parent Option shall be equal to (i) the number of shares of Company Common Stock subject to the corresponding Assumed Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to the corresponding Assumed Company Option divided by (B) the Exchange Ratio; provided, that the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner intended to be consistent with the requirements of Section 409A of the Code and, with respect to any Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the Code. The conversion of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically be cancelled for no consideration and shall thereafter have no further force or effect.

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed At the Effective Time, each option (each, a “Company Option Stock Option”) to purchase Shares granted under any employee or director stock option, stock purchase, or equity compensation plan, arrangement, or agreement of the Company (the “Company Stock Plans”), whether vested or unvested or exercisable, that is outstanding immediately prior to the Effective Time shallshall be cancelled and, at in exchange therefor, the Surviving Corporation shall pay to each former holder of any such cancelled Company Stock Option as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option; provided, that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. (b) At the Effective Time, immediately and automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automaticallyeach restricted stock award (each, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent OptionCompany Restricted Stock Award”)) granted under any Company Stock Plan, on the same terms and conditions (includingwhether vested or unvested, without limitation, any vesting, acceleration or forfeiture provisions or repurchase rights, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to such Assumed Company Option as of immediately prior to the Effective Time. The number of shares of Parent Common Stock subject to each such Parent Option shall be equal to (i) the number of shares of Company Common Stock subject to the corresponding Assumed Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to the corresponding Assumed Company Option divided by (B) the Exchange Ratio; provided, that the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner intended to be consistent with the requirements of Section 409A of the Code and, with respect to any Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the Code. The conversion of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shallshall be cancelled and, at in exchange therefor, shall thereupon be converted automatically into and shall thereafter represent the right to receive the Merger Consideration with respect to each Share subject to the cancelled Company Restricted Stock Award. (c) Prior to the Effective Time, immediately the Company shall deliver all required notices (which notices shall have been prior approved in writing by Parent, in its reasonable discretion) to each holder of Company Stock Options and automatically Company Restricted Stock Awards setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such Company Stock Options and Company Restricted Stock Awards shall be cancelled for treated in the manner set forth in this Section 3.2. (d) The Company shall take all actions reasonably necessary to ensure that, as of the Effective Time, (i) the Company Stock Plans shall terminate and (ii) no consideration holder of a Company Stock Option or Company Restricted Stock Award or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program, or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation, or any of their Subsidiaries, except the right to receive the payments contemplated by Section 3.2(a) and shall thereafter have no further force or effect.Section 3.2(b) in cancellation and settlement thereof. Section 3.3

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed At the First Effective Time, each outstanding option (each, a “Company Option Option”) to purchase shares of Company Common Stock granted under the Catheter Precision, Inc. Amended and Restated 2009 Equity Incentive Plan (the “Company Equity Plan”), whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, immediately and automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automaticallyconverted, at the First Effective Time, into an option to purchase shares of Parent Common Stock (a an “Parent Assumed Option”), on the same terms and conditions (including, without limitation, including any vesting, acceleration vesting or forfeiture and post-termination exercise provisions or repurchase rights, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to such Assumed Company Option as of immediately prior to the First Effective Time), provided that if NYSE American rules so require, no Assumed Option shall be exercisable prior to the Parent Stockholder Approval of the Merger Conversion Proposal. For purposes of clarification, (x) no Company Option shall be amended to waive any acceleration of vesting in connection with the Merger, and (y) all Assumed Options will continue to vest in accordance with the terms of the Company Options upon closing of the Merger to the extent the agreements governing the Company Options so provide. The number of shares of Parent Common Stock subject to each such Parent Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to the corresponding Assumed each Company Option immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded downup, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to the corresponding Assumed such Company Option divided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of the First Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner intended consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Company Option to which Section 409A of the Code applies as of the First Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code and, with respect in order to avoid the imposition of any Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the Code. The conversion of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically be cancelled for no consideration and shall thereafter have no further force or effectadditional Taxes thereunder.

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed At the Effective Time, each option (each, a “Company Option Option”) to purchase shares of Company Common Stock granted under the Xxxxxx.xxx, Inc. 2009 Stock Plan (formerly known as the Xxxxxx.xxx, Inc. 1999 Stock Plan) (the “Company Stock Plan”) other than such Company Options set forth on Schedule 2.9(a), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automaticallyconverted, at the Effective Time, into an option to purchase shares of Parent Common Stock (each such converted option, a “Parent Option”), on the same terms and conditions (including, without limitation, including any vesting, acceleration vesting or forfeiture provisions or repurchase rights, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to under such Assumed Company Option as of immediately prior to the Effective Time, except to the extent that such terms were modified as a result of the Option Consent. The number of shares of Parent Common Stock subject to each such Parent Option shall be equal to (i) the number of shares of Company Common Stock subject to the corresponding Assumed each Company Option immediately prior to the Effective Time multiplied by (ii) the Common Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to the corresponding Assumed such Company Option divided by (B) the Common Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner intended consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Company Option to which an exemption to Section 409A of the Code applies as of the Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code and, with respect to any Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the Code. The conversion of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option take all action necessary so that is outstanding immediately prior to the Effective Time shall, at each outstanding Common Stock Option set forth on Schedule 2.9(a) shall be fully vested and exercisable. At the Effective Time, immediately and automatically Time each outstanding Common Stock Option set forth on Schedule 2.9(a) (whether vested or unvested) shall be cancelled for no consideration and shall thereafter have no further force or effectnot assumed by Parent.

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed At the First Effective Time, each outstanding option (each, a “Company Option Option” ) to purchase shares of Company Common Stock granted under the Catheter Precision, Inc. Amended and Restated 2009 Equity Incentive Plan (the “Company Equity Plan” ), whether vested or unvested, that is outstanding immediately prior to the First Effective Time shall, at the First Effective Time, immediately and automatically cease to represent a right to acquire shares of Company Common Stock and shall be assumed by Parent and converted automaticallyconverted, at the First Effective Time, into an option to purchase shares of Parent Common Stock (a an “Parent Assumed Option”” ), on the same terms and conditions (including, without limitation, including any vesting, acceleration vesting or forfeiture and post-termination exercise provisions or repurchase rights, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to such Assumed Company Option as of immediately prior to the First Effective Time). For purposes of clarification, (x) no Company Option shall be amended to waive any acceleration of vesting in connection with the Merger, and (y) all Assumed Options will continue to vest in accordance with the terms of the Company Options upon closing of the Merger to the extent the agreements governing the Company Options so provide. The number of shares of Parent Common Stock subject to each such Parent Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to the corresponding Assumed each Company Option immediately prior to the First Effective Time multiplied by (ii) the Exchange Ratio, rounded downup, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to the corresponding Assumed such Company Option divided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of the First Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner intended consistent with the requirements of Section 424(a) of the Code; provided further, that in the case of any Company Option to which Section 409A of the Code applies as of the First Effective Time, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code and, with respect in order to avoid the imposition of any Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the Code. The conversion of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically be cancelled for no consideration and shall thereafter have no further force or effectadditional Taxes thereunder.

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at At the Effective Time, immediately and automatically cease to represent a right (i) each option to acquire shares of Company Common Stock and shall be assumed held by Parent and converted automatically, at the Effective Time, into an option to purchase shares of Parent Common Stock any person (a “Parent Company Option”), on whether or not granted under the same terms and conditions Company’s 2010 Equity Compensation Plan (includingthe “Equity Compensation Plan”), including without limitation, any vestingAssumed Option (as defined in the Equity Compensation Plan), acceleration and whether or forfeiture provisions or repurchase rightsnot vested and exercisable, but taking into account that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to such Assumed Company Option as of is outstanding and unexercised immediately prior to the Effective Time. The number of shares of Parent Common Stock subject to each such Parent Option , shall be automatically cancelled without any action on the part of the holder thereof, and (ii) each Company Option that is outstanding and unexercised immediately prior to the Effective Time and by its terms has vested prior to the Effective Time or will vest immediately prior to or upon the occurrence of the Effective Time, shall be converted into the right to receive from Parent or the Surviving Corporation as promptly as practicable after the Effective Time (and in all events, not later than the later of (x) five (5) business days thereafter and (y) the end of the first payroll period ending after the Effective Time) an amount in cash equal to the product obtained by multiplying (iA) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option, by (B) the aggregate number of shares of Company Common Stock subject to the corresponding Assumed that were issuable upon exercise or settlement of such Company Option immediately prior to the Effective Time multiplied by (ii) such product, the Exchange Ratio“Option Cash Payment”), rounded down, if necessarypayable without interest, to the nearest whole share holder of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to the corresponding Assumed Company Option divided by (B) the Exchange RatioOption; provided, that if the per share exercise priceprice of any such Company Option equals or exceeds the Merger Consideration, the number of shares of Parent Common Stock subject holder thereof shall not be entitled to such option and the terms and conditions of exercise an Option Cash Payment in respect of such option shall be determined in a manner intended to be consistent with the requirements of Section 409A of the Code and, with respect to any Assumed Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code, Section 424(a) of the CodeOption. The conversion of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption by Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at From and after the Effective Time, immediately all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except solely in respect of vested Company Options the right to receive the Option Cash Payment, if any. Company Options that remain unvested at the Effective Time shall be cancelled for in their entirety and no consideration and amounts shall thereafter have no further force or effectbe paid to the holder thereof.

Treatment of Options and Other Equity-Based Awards. (a) Each Assumed At the Effective Time (or such earlier date as Parent may elect on or following consummation of the Offer), each option or similar right (each, a “Company Stock Option “) to purchase Shares granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans “), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall(each, at the Effective Time, immediately and automatically cease to represent a right to acquire shares of Company Common Stock and an “Assumed Option “) shall be assumed by Parent and automatically converted automatically, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Option”), on the same terms and conditions (including, without limitation, any vesting, acceleration or forfeiture provisions or repurchase rights, but taking into account acquire that such option will be in respect of Parent Common Stock instead of Company Common Stock) as were applicable to such Assumed Company Option as of immediately prior to the Effective Time. The number of shares of Parent Common Stock subject to each such Parent Option shall be equal to the product obtained by multiplying (ix) the number of shares of Company Common Stock Shares subject to the corresponding Assumed such cancelled Company Stock Option immediately prior to the Effective Time multiplied by and (iiy) the Option Exchange Ratio, rounded down, if necessary, down to the nearest whole share of Parent Common Stock, and such Parent . Each Assumed Option shall have an exercise price equal to the quotient obtained by dividing the per share exercise price of Shares subject to such Company Stock Option by (y) the Option Exchange Ratio (which price per share shall be rounded up to the nearest whole cent) equal to (A) ). After the exercise price per share of Company Common Stock otherwise purchasable pursuant Effective Time, each Assumed Option shall be subject to the corresponding Assumed Company Option divided by (B) the Exchange Ratio; provided, that the exercise price, the number of shares of Parent Common Stock subject to such option and the same terms and conditions of exercise of such option shall be determined as were applicable to the related Company Stock Option immediately prior to the Effective Time (but taking into account any changes thereto, including any acceleration or vesting thereof, provided for in a manner intended to be consistent with the requirements of Section 409A relevant Company Equity Plan, or in the related award document by reason of the Code andOffer, with respect to any the Merger or the transactions contemplated hereby). It is the intention of the parties that each Assumed Company Option intended to qualify that qualifies as an “incentive stock option” under option (as defined in Section 422 of the Code) shall continue to so qualify, to the maximum extent permissible, following the Effective Time and that the foregoing conversion formula shall be adjusted if necessary to comply with Section 409A and 424(a) of the Code. The conversion For purposes of this Agreement, “Option Exchange Ratio “ shall be the sum of (x) plus (y), where (x) is the Exchange Ratio and (y) is the number equal to the quotient of the Assumed Company Options as provided in this Section 3.2(a) shall be treated as an assumption Per Share Cash Consideration divided by the Parent of the Assumed Company Options for purposes of the Company Equity Plans. Each Non-Assumed Company Option that is outstanding immediately prior to the Effective Time shall, at the Effective Time, immediately and automatically be cancelled for no consideration and shall thereafter have no further force or effectTrading Price.