Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) At the Effective Time, each option to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) At As of the Effective Time, each option all outstanding Company Options (as defined below) that remain unexercised, whether vested or unvested, shall be assumed by Parent and shall be converted into options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding immediately prior equal to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire number of shares of Li3 Company Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior subject to the Effective Time under the terms unexercised portion of the Li3 Company Option or other related agreement or award pursuant multiplied by the Applicable Conversion Ratio for Company Common Stock (with any fraction resulting from such multiplication to which such Li3 Option was grantedbe rounded down to the nearest whole number). The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price per share of Li3 Common Stock, subject the Company Option prior to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be assumption divided by the Applicable Conversion Ratio (rounded up to the nearest whole numbercent), and the vesting schedule shall be the same as that of the Company Option that is converted into the Parent Option. (b) Prior to the Effective Time, the Company shall adopt such resolutions as are necessary to effect the treatment of the Company Options as contemplated by this Section 1.8. At the Effective Time, the Parent shall assume all obligations of the Company under the applicable Company Equity Plan, each warrant outstanding Company Option, and the agreements evidencing the grants thereof and shall administer and honor all such awards in accordance with the terms and conditions of such awards and the applicable Company Equity Plan (subject to the adjustments required by reason of this Agreement or such other adjustments or amendments made by Parent in accordance with such terms and conditions). Following the Closing, the Company shall notify each holder of the conversion of Company Options into Parent Options. (c) As of the Effective Time, all outstanding Company Warrants (as defined below) that remain unexercised shall be assumed by Parent and shall be converted into warrants to purchase shares of Li3 Parent Common Stock which is outstanding immediately prior to (the Effective Time (each“Parent Warrants”) in substitution for the Company Warrants, a “Li3 Warrant”)on substantially the same terms and conditions of the Company Warrants, shall cease to represent a but representing the right to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior is equal to the Effective Time under number of shares of Company Common Stock or Company Preferred Stock, as the case may be, subject to the unexercised portion of the Company Warrant multiplied by the Applicable Conversion Ratio for the class or series of Company Stock for which such Company Warrant is exercisable (with any fraction resulting from such multiplication to be rounded up or down to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number (unless such Company Warrant provides for different treatment of fractions of a share in such circumstance, in which case the terms of such Company Warrant pertaining to the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was grantedtreatment of a fraction of a cent shall control)). The number exercise price per share of Ordinary Shares subject to each such Converted Parent Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject the Warrant prior to substitution divided by the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be Applicable Conversion Ratio (rounded up to the nearest whole numbercent, and with $0.005 rounded upward to the nearest whole cent (unless such Company Warrant provides for different treatment of fractions of a cent in such circumstance, in which case the terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control)). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of (i) the Parent Options to be issued for the Company Options and (ii) the Parent Warrants to be issued for the Company Warrants, in accordance with this Section 1.8.

Options and Warrants. (ai) At the Effective Time, each option to purchase shares of Li3 Common the Company Stock which is Option Plan, as amended (the "Company Stock Option Plan"), and all options outstanding under the Company Stock Option Plan immediately prior to the Effective Time (each, a “Li3 Option”"Company Options"), whether vested or unvested, shall cease to represent a be assumed by Parent and thereafter constitute the right to acquire receive options to purchase such number of shares of Li3 Parent Common Stock determined in accordance with this Section 1.6(c). (ii) Each such option so assumed by Parent under this Agreement shall continue to have, and shall be convertedsubject to, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions set forth in the Company Stock Option Plan and the applicable stock option agreement as were in effect immediately prior to the Effective Time under Time, except that (i) such option will be exercisable for that number of whole shares of Parent Common Stock equal to the terms product of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject shares of Company Common Stock that were issuable upon exercise of such option immediately prior to each the Effective Time multiplied by the Exchange Ratio and rounded down to the next whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Converted Option shall assumed option will be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the quotient determined by dividing the exercise price per share of Li3 Company Common Stock, subject Stock at which such option was exercisable immediately prior to the Effective Time by the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be , rounded up to the nearest next whole numbercent. (biii) At the Effective Time, each warrant to purchase acquire shares of Li3 Common Company Capital Stock which is (each a "Company Warrant") outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease be converted and exchanged for warrants to represent a right to acquire purchase such number of shares of Li3 Parent Common Stock and as shall be converted, at equal to the Effective Time, into a right to acquire Ordinary Shares product of (a “Converted Warrant”), on a) the same contractual terms and conditions as number of shares of Company Common Stock that were in effect issuable upon exercise of such Company Warrants immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to and (1b) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio, such product to be rounded down to the next whole number of shares of Parent Common Stock. Any portion The per share exercise price of a Li3 each Company Warrant shall equal the quotient obtained by dividing (a) the per share exercise price of the Company Warrant at which such warrant was exercisable for a fractional share of Ordinary Shares shall be immediately prior to the Effective Time by (b) the Exchange Ratio rounded up to the nearest next whole numbercent.

Options and Warrants. (a) At As of the Effective Time, each option outstanding option, warrant or other right to acquire shares of Company Common Stock then outstanding (each, a "Company Stock Option"), whether or not then exercisable, shall be assumed by Parent and converted into an option, warrant or other right to purchase shares of Li3 Parent Common Stock in accordance with this Section 2.01(d). Each Company Stock Option so converted shall continue to have, and be subject to, the same material terms and conditions (including vesting schedule) as set forth in the applicable agreement pursuant to which is such Company Stock Option was issued immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable subject to such Company Stock Option immediately prior to the Effective Time multiplied by 0.0472, rounded to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for each share of Parent Common Stock subject to each Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by 0.0472, rounded to the nearest whole cent. The Company shall use its reasonable best efforts to obtain all consents necessary to allow for the conversion of the Company Stock Options as provided in this Section 2.01(d), which consents are set forth in Section 2.01(d) of the Company Disclosure Letter. To the extent any shares of Company Common Stock outstanding immediately prior to the Effective Time (eachare unvested or are subject to a repurchase option, a “Li3 Option”)risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights, shall cease to represent a right to acquire then the shares of Li3 Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and shall subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be converted, at marked with appropriate legends. No later than 30 days following the filing of its first Annual Report on Form 10-K after the Effective Time, into Parent shall file a right to acquire Ordinary Shares registration statement on Form S-8 (a “Converted Option”)or any successor or, on the same contractual terms and conditions as were in effect immediately prior including if Form S-8 is not available, other appropriate forms) with respect to the Effective Time under shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the terms effectiveness of such registration statement or registration statements (and maintain the current status of the Li3 Option prospectus or other related agreement or award pursuant to which prospectuses contained therein) for so long as such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberoptions awards remain outstanding. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) At the Effective Time, each Each option to purchase shares of Li3 Company Common Stock (each, a "COMPANY OPTION") issued by the Company pursuant to any stock option or similar plan of the Company or pursuant to an option agreement or otherwise as set forth in SECTION 5.3 of the Company Disclosure Statement, which is outstanding immediately prior to the Effective Time (eachshall, a “Li3 Option”)by virtue of the Merger and without any further action on the part of any holder thereof, shall cease to represent a right to acquire shares of Li3 Common Stock be assumed by Parent and shall be converted, at the Effective Time, converted into a right to acquire Ordinary Shares an option (a “Converted Option”), on "PARENT OPTION") to purchase that number of Parent Common Shares determined by multiplying the same contractual terms and conditions as were in effect number of Company Common Shares subject to such Company Option immediately prior to the Effective Time under by the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have Exchange Ratio, at an exercise price per share Parent Common Share equal to the exercise price per share of Li3 Common Stock, subject such Company Option immediately prior to the Effective Time DIVIDED BY the Exchange Ratio, rounded down to the nearest whole cent. Any portion of a Li3 If the foregoing calculation results in an assumed Company Option being exercisable for a fractional share fraction of Ordinary a Parent Common Share, then the number of Parent Common Shares subject to such option shall be rounded up to the nearest whole numbernumber of shares, with no cash being payable for such fractional share. The terms and conditions of each Parent Option shall otherwise remain as set forth in the Company Option converted into such Parent Option. (b) At the Effective Time, each Each warrant to purchase shares of Li3 Company Common Stock (each, a "COMPANY WARRANT") set forth in SECTION 5.3 of the Company Disclosure Statement, which is outstanding immediately prior to the Effective Time (eachshall, a “Li3 Warrant”)by virtue of the Merger and without any further action on the part of any holder thereof, shall cease to represent a right to acquire shares of Li3 Common Stock be assumed by Parent and shall be converted, at the Effective Time, converted into a right to acquire Ordinary Shares warrant (a “Converted "Parent Warrant”), on ") to purchase that number of Parent Common Shares determined by multiplying the same contractual terms and conditions as were in effect number of Company Common Shares subject to such Company Warrant immediately prior to the Effective Time under by the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have Exchange Ratio, at an exercise price per share Parent Common Share equal to the exercise price per share of Li3 Common Stock, subject such Company Warrant immediately prior to the Effective Time DIVIDED BY the Exchange Ratio, rounded down to the nearest whole cent. Any portion of a Li3 If the foregoing calculation results in an assumed Company Warrant being exercisable for a fractional share fraction of Ordinary a Parent Common Share, then the number of Parent Common Shares subject to such warrant shall be rounded up to the nearest whole numbernumber of shares, with no cash being payable for such fractional share. The terms and conditions of each Parent Warrant shall otherwise remain as set forth in the Company Warrant converted into such Parent Warrant. (c) The adjustment provided in SECTION 3.3(A) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code.

Options and Warrants. (a) At the Effective TimeTime and subject to Section 7.9, each option and warrant granted by the Company to purchase shares of Li3 Common the Company's Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 "Company Option”), " or a "Company Warrant") which is outstanding and exercisable immediately prior thereto shall cease to represent a right to acquire shares of Li3 Company Common Stock and shall be convertedconverted automatically into an option or warrant (the "Exchanged Option" or "Exchange Warrant") to purchase shares of Parent Common Stock exercisable until the current termination of the Company Option or Company Warrant, as the case may be, without accelerated termination by virtue of the Merger and in an amount and at the Effective Time, into a right an exercise price determined as provided below (and subject to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option Company's 1995 Stock Inventive Plan or other related agreement the terms of the option issued to ▇▇▇▇ ▇▇▇▇▇▇ in connection with the Company's acquisition of Cal Emblem, and the agreements evidencing such grants, including but not limited to the accelerated vesting of any such options or award pursuant warrants which shall occur by virtue of the consummation of the Merger to which the extent required by such Li3 Option was granted. plans and agreements): (a) The number of Ordinary Shares shares of Parent Common Stock to be subject to each such Converted Option the converted options and warrants shall be equal to (1) Ordinary Share for every two hundred and fifty (250) the product of the number of shares of Li3 Company Common Stock underlying each subject to the original options or warrants and the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such Li3 Option. Each Converted Option multiplication shall have an be rounded down to the nearest share; and (b) The exercise price per share of Parent Common Stock under the converted option or warrant shall be equal to the exercise price per share of Li3 Company Common Stock, subject to Stock under the original option or warrant divided by the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares , provided that such exercise price shall be rounded up out to the nearest whole numbercent. (bc) At Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of the Exchanged Options and the Exchanged Warrants and (ii) promptly after the Effective Time, issue to each warrant to purchase shares holder of Li3 Common Stock which is outstanding immediately prior to an Exchanged Option and Exchanged Warrant a document evidencing Parent's assumption of the Effective Time (each, a “Li3 Warrant”), Company's obligations under the Company Options and Company Warrants. The Exchanged Options and the Exchanged Warrants shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on have the same contractual terms and conditions as were the Company Options and the Company Warrants, respectively. In the case of any converted options which are intended to qualify as "incentive stock options" (as defined in effect immediately prior Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")), the exercise price, the number of shares purchasable pursuant to such options and the Effective Time under terms and conditions of exercise of such options shall be determined in order to comply with Section 424(a) of the Code. The duration and other terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant converted option shall be equal the same as the original option except that all references to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares Company shall be rounded up deemed to the nearest whole numberbe references to Parent.

Options and Warrants. (a) At As of the Effective Time, each option all outstanding Company Options (as defined below) that remain unexercised, whether vested or unvested, shall be assumed by Parent and shall be converted into options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding equal to the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option prior to the assumption divided by the Conversion Ratio (rounded down to the nearest whole cent). Except as otherwise provided in this Section 1.8(a), each Parent Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Option immediately prior to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares but taking into account any changes thereto provided for in the applicable Company Equity Plan and in any award agreement or in such Company Option by reason of Li3 Common Stock this Agreement) and the vesting schedule shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect that of the Company Option immediately prior to the Effective Time Time. (b) Prior to the Effective Time, the Company shall adopt such resolutions as are necessary to effect the treatment of the Company Options as contemplated by this Section 1.8. At the Effective Time, the Parent shall assume all obligations of the Company under the applicable Company Equity Plan, each outstanding Company Option, and the agreements evidencing the grants thereof and shall administer and honor all such awards in accordance with the terms and conditions of such awards and the applicable Company Equity Plan (subject to the adjustments required by reason of this Agreement or such other adjustments or amendments made by Parent in accordance with such terms and conditions). (c) As of the Effective Time, all outstanding Company Warrants (as defined below) that remain unexercised shall terminate as of the Effective Date, and the Parent shall issue new warrants (the “Parent Warrants”) in substitution for the Company Warrants, on the same terms and conditions of the Company Warrants, but representing the right to acquire such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock or Company Preferred Stock, as the case may be, subject to the unexercised portion of the Company Warrant multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded up or down to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number (unless such Company Warrant provides for different treatment of fractions of a share in such circumstance, in which case the terms of such Company Warrant pertaining to the Li3 Option or other related agreement or award pursuant to which such Li3 Option was grantedtreatment of a fraction of a cent shall control)). The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share of each Parent Warrant shall be equal to the exercise price per share of Li3 Common Stock, subject the Company Warrant prior to substitution divided by the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be Conversion Ratio (rounded up to the nearest whole number. (b) At the Effective Timecent, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be with $0.005 rounded up upward to the nearest whole numbercent (unless such Company Warrant provides for different treatment of fractions of a cent in such circumstance, in which case the terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control)). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of (i) the assumed and converted Parent Options and (ii) the Parent Warrants to be issued for the Company Warrants, in accordance with this Section 1.8.

Options and Warrants. (a) At As of the Effective Time, all options to purchase shares of Company Common Stock issued by the Company pursuant to its stock option plans or otherwise ("Company Options"), whether vested or unvested, shall be assumed by Purchaser. Immediately after the Effective Time, each option to purchase shares of Li3 Common Stock which is outstanding Company Option outstanding, immediately prior to the Effective Time (each, a “Li3 Option”)Time, shall cease be deemed to represent a right constitute an option to acquire shares of Li3 Common Stock acquire, on the same terms and shall be converted, conditions as were applicable under such Company Option at the Effective Time, into a right such number of shares of Purchaser Common Stock as is equal to acquire Ordinary Shares the number of shares of Company Common Stock subject to the unexercised portion of such Company Option multiplied by the Exchange Ratio (a “Converted Option”with any fraction resulting from such multiplication to be rounded down to the nearest whole number), on . The exercise price per share of each such assumed Company Option shall be equal to the same contractual terms and conditions as were in effect exercise price of such Company Option immediately prior to the Effective Time Time, divided by the Exchange Ratio. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Tax Code, if applicable, and all of the other terms of the Company Options shall otherwise remain unchanged. (b) As soon as practicable after the Effective Time, Purchaser or the Surviving Corporation shall deliver to the holders of Company Options appropriate notices setting forth such holders' rights pursuant to such Company Options, as amended by this Section 1.11, and the agreements evidencing such Options shall continue in effect on the same terms and conditions (subject to the amendments provided for herein). (c) Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of the Company Options assumed in accordance with this Section 1.11. As soon as practicable after the Effective Time, Purchaser shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933 (as amended, the "Securities Act") with respect to all shares of Purchaser Common Stock subject to such Company Options that may be registered on a Form S-8, and shall use its best efforts to maintain the effectiveness of such Registration Statement for so long as such Company Options remain outstanding. In connection with such filing on Form S-8, counsel to Purchaser will issue an opinion that the shares of Purchaser Common Stock, when issued, will be fully paid, validly issued and non-assessable. (d) The Company shall obtain, prior to the Closing, the consent from each holder of a Company Option or an outstanding warrant to purchase shares of Company Common Stock (a "Company Warrant") to the amendment thereof pursuant to this Section 1.11 (unless such consent is not required under the terms of the Li3 Option applicable agreement, instrument or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberplan). (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) At the Effective Time, each option or warrant issued by the Company which entitles the holder to purchase shares of Li3 acquire Company Common Stock which and is outstanding immediately prior to at the Effective Time (each, a “Li3 Option”), shall cease to represent a will become the right to acquire shares receive, upon exercise, the Merger Consideration with regard to each share of Li3 Company Common Stock and shall (which exercise price will be converted, at the Effective Time, into a right payable to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions Sema) as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the option or warrant is exercised at the exercise price per that would have been payable for each share of Li3 Company Common Stock, subject except that if the option or warrant specifically provides that upon exercise after a merger such as the Merger the holder of the option or warrant will be entitled to receive something other than what is paid or distributed as a result of the Exchange Ratiomerger, the holder of the option or warrant will be entitled to receive upon exercise what is provided in the option or warrant. Any portion The Company and Sema agree to take all necessary steps to effectuate the foregoing provisions of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberthis Section 1.10(a). (b) At Sema will file before the Merger Date (or if that is not permitted, promptly after the Merger Date) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on Form S-8 relating to the Sema ADS's and Sema Ordinary Shares to be issued after the Effective TimeTime upon exercise of options issued by the Company before the Effective Time under its stock option plans and will use its reasonable efforts to maintain the effectiveness of that registration statement (and maintain the current status of the prospectus or prospectuses in it) for so long as the options remain outstanding. That Registration Statement will include a prospectus relating to resales by persons who may be deemed to have been affiliates of the Company at the Effective Time of Sema ADS's and Sema Ordinary Shares they receive upon exercise of options issued by the Company before the Effective Time under its stock option plans. (c) The Company will take all necessary action under its Employee Qualified Stock Purchase Plan ("ESPP") to provide that the offering period under the ESPP that commenced on January 1, each warrant 2000 will terminate on the last trading date prior to purchase the Merger Date, and to cause shares of Li3 Company Common Stock which is outstanding immediately to be purchased and allocated to participants with respect to that offering period prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. Each outstanding option and warrant to purchase shares of Company Common Stock (a) At each a “Company Stock Option”), whether vested or unvested, which does not otherwise terminate or expire by its terms as of the Effective Time, each option shall be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to purchase shares have, and be subject to, the same terms and conditions of Li3 Common such Company Stock which is outstanding Option immediately prior to the Effective Time (eachincluding the term, a vesting schedule, status as an “Li3 Option”incentive stock option” under Section 422 of the Code, if applicable, and any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), shall cease to represent a right to acquire except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Li3 the Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by 1.74, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of the Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing (A) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by (B) 1.74, rounded up to the nearest whole cent. Notwithstanding the foregoing, solely to the minimum extent necessary (if any), the foregoing conversions of the exercise price of Company Stock Options and the number of shares purchasable pursuant to such Company Stock Options shall be converted, at the Effective Time, into a right further adjusted: (I) with respect to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect Company Stock Options which immediately prior to the Effective Time qualified as incentive stock options under the terms Section 422 of the Li3 Code, to comply with Section 1.424-1 of the Treasury Regulations such that the conversion is not treated as a "modification" of the Company Stock Option and (II) with respect to Company Stock Options other than those covered under clause (I), to comply with Section 1.409A-1(b)(5)(v)(D) of the Treasury Regulations such that the conversion is not treated as a "grant of a new stock right or other related agreement or award pursuant to which such Li3 a change in the form of payment." It is the intention of the parties that each Company Stock Option was granted. The number so assumed by Parent shall qualify immediately following the Effective Time as an incentive stock option as defined in Section 422 of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal the Code to the exercise price per share extent permitted under Section 422 of Li3 Common Stock, subject the Code and to the Exchange Ratio. Any portion of a Li3 extent such Company Stock Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding qualified as an incentive stock option immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. The Company and the Parent shall take all necessary steps to ensure that as soon as practicable after Closing: (a) At Each Option outstanding and unexercised immediately prior to the Effective Time, will be deemed cancelled as of the Effective Time. Upon (and not before, or more than one week after) the date of the Parent Shareholder Approval, Parent shall issue to each option to purchase shares of Li3 Common Stock which is outstanding person who immediately prior to the Effective Time was the holder of an outstanding Option, an option to purchase Parent ADRs which will be exercisable (each, a “Li3 Option”), shall cease or will become exercisable in accordance with its terms) for that number of whole Parent ADRs equal to represent a right to acquire the product of the number of shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as that were in effect issuable upon exercise of such Option immediately prior to the Effective Time under multiplied by the terms of Per Share Common Consideration (with each fractional share being rounded down to the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1nearest whole share) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have at an exercise price per share equal to the greater of (x) the fair market value of the Parent ADRs covered by the option as of the grant date or (y) the quotient determined by dividing the exercise price per share of Li3 Common Stock, subject Stock at which such Option was exercisable immediately prior to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be Effective Time by the Per Share Common Consideration (rounded up to the nearest whole numbercent). (b) At Parent shall take all such actions as may be necessary to authorize and deliver 4,921,791 Parent ADRs, at a price of $0.13 per Parent ADR within ninety (90) days of the Effective TimeTime to ▇▇▇▇▇▇ or its affiliates. Pursuant to Section 16.3, each Parent shall take all such actions, including obtaining Parent Shareholder Approval as may be necessary to authorize and deliver an additional 2,761,135 Parent ADRs, at a price of $0.13 per Parent ADR, as soon as reasonably practicable after the amendment and restatement of its Certificate of Incorporation or the equivalent, but in no event later than the later of (a) October 15, 2008 and (b) the date 90 days after the Company shall have obtained, prepared and filed with the Securities and Exchange Commission all information and financial statements relating to the Company that may be required by the SEC or otherwise in connection with the Parent Shareholder Approval. Receipt of such additional Parent ADRs by ▇▇▇▇▇▇ or its affiliates shall be (i) in full satisfaction of a note payable for the amount of $450,000 from the Company payable to ▇▇▇▇▇▇ or its affiliates and an additional investment of $550,000 in the Company, and (ii) subject to and conditioned upon the execution by ▇▇▇▇▇▇ of an acknowledgment that upon receipt of such ADRs, ▇▇▇▇▇▇ and its affiliates will have received full payment of all amounts owing to it by the Company or DDI LLC. (c) ▇▇▇▇▇ ▇▇▇▇▇ shall receive a warrant to purchase shares 8,551,450 Parent ADRs at a price of Li3 Common Stock which is outstanding immediately prior $0.01 per Parent ADR in the form set forth in Exhibit E. (d) Windstone Capital Partners shall receive a warrant to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be convertedpurchase 3,603,876 Parent ADRs, at a price of $0.13 per Parent ADR in the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were form set forth in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.Exhibit F.

Options and Warrants. (a) At the Effective Time, each option and warrant granted or issued by the Company and exercisable for shares of Company Common Stock, which is outstanding and unexercised or unconverted immediately prior thereto, shall be assumed by Parent pursuant to a writing to be executed at the Closing in form and substance reasonably acceptable to the Company, and, subject to the following provisions, shall be converted into an option or warrant to purchase shares of Li3 Parent Common Stock. Each such option or warrant shall be converted into an option or warrant to purchase such number of shares of Parent Common Stock which at such exercise price as is outstanding determined as provided below (and otherwise having the same duration and other terms as the original option or warrant): (i) the number of shares of Parent Common Stock to be subject to the new option or warrant shall be equal to the product of (A) the number of shares of Company Common Stock subject to the option or warrant immediately prior to the Effective Time and (eachB) the Exchange Ratio, a “Li3 Option”)the product being rounded, shall cease if necessary, up or down, to represent a right to acquire shares the nearest whole share; and (ii) the exercise or convertible price per share of Li3 Parent Common Stock and under the new option or warrant shall be converted, at equal to (A) the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on exercise price per share of the same contractual terms and conditions as were in effect Company Common Stock under the option or warrant immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to divided by (1B) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded , rounded, if necessary, up or down, to the nearest whole number.cent. Notwithstanding the foregoing, those warrants that were issued by the Company and Parent that are by their terms exercisable for shares of Parent Common Stock (the "TLSP/CRW Warrants") shall be unaffected as a result of the Merger. ----------------- (b) At the Effective Time, each warrant the Purchaser shall deliver to purchase holders of original options and warrants (except for the TLSP/CRW Warrants) appropriate agreements representing the new options and warrants on the terms and conditions set forth in this Section 1.5(b). The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Li3 Parent Common Stock which is outstanding immediately prior to for delivery upon exercise of the Effective Time new options and warrants in accordance with this Section 1.5(b). The Parent shall file (eachi) a registration statement on Form S-8 (or any successor form) or another appropriate form, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at effective promptly after the Effective Time, into with respect to shares of Parent Common Stock subject to the new options (but not any such new warrants) and (ii) a right to acquire Ordinary Shares registration statement on Form S-3 (a “Converted Warrant”or any successor form) or another appropriate form (such registration statement, the "Parent Form S-3"), effective promptly after the Effective Time, with respect to --------------- shares of Parent Common Stock subject to the new warrants (but only with respect to such shares of Parent Common Stock associated with shares of Company Common Stock that had been registered by the Company on a registration statement on Form S-3 (the "Company Form S-3"))). The Company, from time to time, shall also ---------------- prepare such resale prospectuses for inclusion in the Parent Form S-3 on the same contractual terms basis as contemplated by the Company Form S-3. The Company shall use all reasonable efforts to maintain the effectiveness of (i) such Form S-8 registration statement for so along as such options remain outstanding and conditions (ii) the Parent Form S-3 for such period covered by the existing Company Form S-3. In addition, with respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as were amended, and the rules and regulations thereunder (the "Exchange Act"), the Parent shall administer any option plans assumed pursuant ------------ to this Section 1.5(b) in effect immediately a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such option plan complied with such rule prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberMerger.

Options and Warrants. (a) At As of the Effective Time, each option all Options to purchase Company Shares issued by the Company, whether vested or unvested, (the “Old Options”) shall be automatically be converted to become options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof, all in accordance with the applicable provisions of the Company’s Incentive Stock Option Plan, Compensatory Stock Option Plan and Non-Employee Director Stock Option Plan, all as included within the Company’s 1997 Stock Compensation Program. The Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding immediately prior equal to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Old Options multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option$1.35. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares The Parent Options shall be rounded up granted under Parent’s 2006 Stock Option Plan (the “Parent Option Plan”) and that plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the Parties intention that any Old Options intended to be “incentive stock options” under Section 422 of the nearest whole numberCode shall remain incentive stock options as Parent Options. (b) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to purchase collect the Old Options and the agreements evidencing the Old Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Options for Parent Options in the Parent. (c) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Li3 Parent Common Stock which is outstanding immediately prior for delivery upon exercise of the Parent Options to the Effective Time be issued for Old Options in accordance with this Section 1.8. (each, a “Li3 Warrant”), shall cease d) Prior to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right the Company will solicit the settlement of rights represented by the Existing Warrants by the issuance of Company Shares in amounts authorized to acquire Ordinary Shares (a “Converted Warrant”), on have been issued to holders of the same contractual terms Existing Warrants by the Company’s board of directors. If and conditions as were in effect immediately prior to the Effective Time under extent that any holder of an Existing Warrant does not agree to accept such Company Shares in settlement of such rights, then such Existing Warrants by their terms will become exercisable for Parent Common Stock not to exceed an aggregate of 468,578 shares of the Parent Common Stock, which shares of the Parent Common Stock shall then be reserved for issuance upon the exercise of the Existing Warrants, subject to such adjustment as the Company shall make to the terms of the Li3 Warrant or Existing Warrants to reflect the Common Conversion Ratio and the other related agreement or award pursuant to which such Li3 Warrant was granted. The number terms and condition of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberMerger.

Options and Warrants. (a) At As of the Effective Time, each option all options to purchase shares Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Li3 Common Stock Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which is are outstanding and not exercised immediately prior to the Effective Time (each, a “Li3 Option”), shall cease become and represent an option to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”)acquire, on the same contractual terms and conditions as were applicable under such Option immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time under the terms and after giving effect to any acceleration of the Li3 Option or other related agreement or award pursuant to which vesting for such Li3 Option was grantedOptions as a result of this transaction shall otherwise remain unchanged. The number As of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Li3 Buyer Common Stock which as is outstanding equal to the number of Company Shares subject to the unexercised portion of such Warrant immediately prior to the Effective Time multiplied by the Series C Exchange Ratio (each, a “Li3 Warrant”with any fraction resulting from such multiplication to be rounded down to the next lower whole number), shall cease to represent a right to acquire shares . The exercise price per share of Li3 Common Stock and each such assumed Warrant shall be converted, at equal to the exercise price of such Warrant immediately prior to the Effective Time, into divided by the Series C Exchange Ratio (with any fraction of a right cent resulting from such division to acquire Ordinary Shares (a “Converted Warrant”be rounded up to the next higher whole cent), on . The term and all of the same contractual terms and conditions as were other provisions of the Warrant in effect immediately prior to the Effective Time under shall otherwise remain unchanged. (b) As soon as practicable after the terms Effective Time, Buyer or the Surviving Corporation shall deliver to the holders of the Li3 Options and Warrant or other related agreement or award appropriate notices setting forth such holders' rights pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each Options and Warrant, as amended by this Section 1.10, and the agreements evidencing such Converted Options and Warrant shall be equal to continue in effect on the same terms and conditions (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratioamendments provided for in this Section 1.10 and such notice). (c) Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of the Options exchanged in accordance with this Section 1.10. Any portion Not later than May 20, 1998, Buyer shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of a Li3 Warrant exercisable 1933 (as amended, the "Securities Act") with respect to all shares of Buyer Common Stock subject to such Options, and shall use its best efforts to maintain the effectiveness of such Registration Statement for a fractional share of Ordinary Shares so long as such Options remain outstanding. (d) The Company shall be rounded up use commercially reasonable efforts to obtain, prior to the nearest whole numberClosing, the consent from each holder of an Option to the assumption of such Option pursuant to this Section 1.10, including an agreement not to sell under the Registration Statement on Form S-8 until August 5, 1998, unless such holder's employment is terminated by the Company on or after the Effective Time.

Options and Warrants. (a) At As of the Effective Time, each option all Options to purchase Company Shares issued by the Company, whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Li3 Parent Common Stock which (“New Options”) without further action by the holder thereof. The New Option shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding immediately prior equal to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Old Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such Converted New Option shall be equal to $1.00. The New Options shall be granted under Parent’s 2006 Stock Option Plan (1the “Parent Option Plan”) Ordinary Share and that plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. (b) As of the Effective Time, all Company Class B Warrants to purchase Company Class B Shares, whether vested or unvested, shall be canceled and exchanged for every two hundred and fifty (250) New Warrants without further action by the holder thereof. The New Warrant shall constitute a warrant to acquire such number of shares of Li3 Parent Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share as is equal to the number of Company Shares subject to the unexercised portion of the Company Class B Warrant and shall be on the same terms and conditions as the Company Class B Warrant. As such, the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted New Warrant shall be equal to $1.50. (1c) Ordinary Share As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, and the Company Class B Warrants, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for every two hundred New Options, and fifty the Company Class B Warrants for New Warrants in the Parent. (250d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Li3 Parent Common Stock underlying each such Li3 Warrant. Each Converted Warrant for delivery upon exercise of the New Options to be exchanged for Old Options and the New Warrants to be exchanged for the Company Class B Warrants in accordance with this Section 1.8. (e) The Company shall have an exercise price per share equal cause the termination, as of the Effective Time, of any and all outstanding Warrants to purchase capital stock of the exercise price per share of Li3 Common StockCompany which remain unexercised, subject to other than any Company Class B Warrants issued in connection with the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberPrivate Placement Offering.

Options and Warrants. (a) At As of the Effective Time, each option all stock options to purchase shares of Li3 Common Stock which is outstanding immediately prior to Company Shares issued by the Effective Time Company, whether vested or unvested (each, a the “Li3 OptionCompany Options”), shall cease to represent a right automatically become Parent Options without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior is equal to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Company Option multiplied by one half (1/2). The exercise price per share of each such Converted Parent Option shall be equal to the exercise price of the Company Option multiplied by a factor of two (12) Ordinary Share and the terms of such Parent Options shall otherwise remain the same. The Parent Options shall be granted under the Company's 2012 Equity Incentive Plan (the “2012 Plan”), which shall be adopted and assumed in writing by the Parent in connection with the Merger, and under the 2012 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Company Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Options for every two hundred and fifty Parent Options. (250c) 3,000,000 shares of Li3 Parent Common Stock underlying each such Li3 Optionshall be reserved for issuance under the 2012 Plan being assumed by Parent at Closing, and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.09. No additional Options shall at any time hereafter be granted under the 2012 Plan. (d) As of the Effective Time, all warrants to purchase Company Shares issued by the Company, whether vested or unvested (the “Company Warrant”), shall automatically become Parent Warrants without further action by the holder thereof. Each Converted Option Parent Warrant shall have constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Company Warrant multiplied by one half (1/2). The exercise price per share of each Parent Warrant shall be equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion Company Warrant multiplied by a factor of a Li3 Option exercisable for a fractional share two (2) and the terms of Ordinary Shares such Parent Warrants shall be rounded up to otherwise remain the nearest whole numbersame. (be) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to purchase collect the Company Warrants and the agreements evidencing the Company Warrant s, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Warrants for Parent Warrants. (f) 1,350,000 shares of Li3 Parent Common Stock which is outstanding immediately prior to the Effective Time (eachshall be reserved for issuance, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at issued upon the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms exercise of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberParent Warrants in accordance with this Section 1.09.

Options and Warrants. (a) At As of the Effective Time, each option all Options to purchase Company Shares issued by the Company, whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding immediately prior equal to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to the exercise price of the Option prior to conversion divided by the Common Conversion Ratio. . (1b) Ordinary Share As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for every two hundred Parent Options in the Parent. (c) The Company shall cause the termination, as of the Effective Time, of any and fifty all outstanding Warrants to purchase capital stock of the Company which remain unexercised and the Parent shall, at Closing, issue new warrants (250the “Parent Warrants”) in substitution for the Warrants, on substantially the same terms and conditions of the Warrants, but representing the right to acquire such number of shares of Li3 Parent Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share as is equal to the exercise price per share number of Li3 Common Stock, Company Shares subject to the Exchange Ratio. Any unexercised portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall the Warrant multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase and with 0.5 shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up upward to the nearest whole number). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of (i) the Parent Options to be issued for the Options and (ii) the Parent Warrants to be issued for the Warrants, in accordance with this Section 1.8.

Options and Warrants. (a) At As of the Effective Time, each option all Options to purchase Company Shares issued by the Company, whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding immediately prior equal to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 the Option prior to conversion divided by the Common Stock, subject to the Exchange Conversion Ratio. Any portion of a Li3 On October 19, 2007, the Parent adopted its 2007 Equity Incentive Plan (the “Parent Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberPlan”). (b) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to purchase shares of Li3 Common Stock collect the Options and the agreements evidencing the Options, which is outstanding immediately prior shall be deemed to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock be canceled and shall be convertedentitle the holder to exchange the Options for Parent Options in the Parent. (c) The Company shall cause the termination, at as of the Effective Time, into a right of any and all outstanding Warrants to acquire Ordinary Shares purchase capital stock of the Company which remain unexercised and the Parent shall, at Closing, issue new warrants (a the “Converted WarrantParent Warrants”)) in substitution for the Warrants, on substantially the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant Warrants, but reflecting the Common Conversion Ratio. (d) The Parent shall take all corporate action necessary to which such Li3 Warrant was granted. The reserve for issuance a sufficient number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Parent Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an for delivery upon exercise price per share equal of (i) the Parent Options to be issued for the exercise price per share of Li3 Common StockOptions and (ii) the Parent Warrants to be issued for the Warrants, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberin accordance with this Section 1.8.

Options and Warrants. (ai) At the Effective Time, each option or warrant granted by CPI to purchase shares of Li3 CPI Common Stock or CPI Preferred Stock, and each Target Option, which is outstanding and unexercised immediately prior to the Effective Time (each, a “Li3 Option”)Time, shall cease be assumed by Holdco and be converted into an option or warrant to represent a right to acquire purchase shares of Li3 Holdco Common Stock in such amount and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on such exercise price as provided below and otherwise having the same contractual terms and conditions as were are in effect immediately prior to the Effective Time under (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The transactions contemplated hereby): (1) the number of Ordinary Shares shares of Holdco Common Stock to be subject to each such Converted Option the new option or warrant shall be equal to the product of (1x) Ordinary Share for every two hundred and fifty (250) the number of shares of Li3 CPI Common Stock, CPI Preferred Stock or Target Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal subject to the original option or warrant and (y) the CPI Exchange Ratio (if the original option or warrant related to CPI Common Stock or CPI Preferred Stock) or the Target Exchange Ratio (if the original option or warrant related to Target Common Stock), respectively; (2) the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase shares of Li3 Holdco Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant new option or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant warrant shall be equal to (1x) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 the CPI Common Stock, subject CPI Preferred Stock or Target Common Stock under the original option or warrant divided by (y) the CPI Exchange Ratio (if the original option or warrant related to CPI Common Stock or CPI Preferred Stock) or the Target Exchange Ratio. Any portion Ratio (if the original option or warrant related to Target Common Stock); and (3) upon each exercise of options or warrants by a Li3 Warrant exercisable for a fractional share holder thereof, the aggregate number of Ordinary Shares shares of Holdco Common Stock deliverable upon such exercise shall be rounded up down, if necessary, to the nearest whole numbershare and the aggregate exercise price shall be rounded up, if necessary, to the nearest cent. The adjustments provided herein with respect to any options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code.

Options and Warrants. (a) At As of the Effective Time, all options to purchase Company Shares issued by the Company pursuant to its stock option plans or otherwise ("Options") and warrants to purchase Company Shares ("Warrants"), whether vested or unvested, shall be assumed by the Buyer. Immediately after the Effective Time, each option to purchase shares of Li3 Common Stock which is Option or Warrant outstanding immediately prior to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converteddeemed to constitute an option or warrant to acquire, on the same terms and conditions as were applicable under such Option or Warrant at the Effective Time, into a right such number of shares of Buyer Common Stock as is equal to acquire Ordinary the number of Company Shares subject to the unexercised portion of such Option or Warrant multiplied by the Conversion Ratio (a “Converted Option”with any fraction resulting from such multiplication to be rounded up or down to the nearest whole number or, in the case of .5, to the nearest odd number), on . The exercise price per share of each such assumed Option or Warrant shall be equal to the same contractual terms and conditions as were in effect exercise price of such Option or Warrant immediately prior to the Effective Time divided by the Conversion Ratio. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option Options shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberotherwise remain unchanged. (b) At As soon as practicable after the Effective Time, each warrant the Buyer or the Surviving Corporation shall deliver to purchase the holders of Options and Warrants appropriate notices setting forth such holders' rights pursuant to such Options and Warrants, as amended by this Section 1.10, and the agreements evidencing such Options and Warrants shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.10). (c) The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Li3 Buyer Common Stock which is outstanding immediately prior to for delivery upon exercise of the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock Options and shall be converted, at Warrants assumed in accordance with this Section 1.10. As soon as practicable after the Effective Time, into the Buyer shall file a right to acquire Ordinary Shares Registration Statement on Form S-8 (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time or any successor form) under the terms Securities Act of 1933, as amended (the Li3 Warrant or other related agreement or award pursuant "Securities Act") with respect to which such Li3 Warrant was granted. The number all shares of Ordinary Shares Buyer Common Stock subject to each Options that may be registered on a Form S-8, and shall use its best efforts to maintain the effectiveness of such Converted Warrant shall be equal to (1) Ordinary Share Registration Statement for every two hundred and fifty (250) shares of Li3 Common Stock underlying each so long as such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberOptions remain outstanding.

Options and Warrants. (a) At As of the Effective Time, each option all outstanding Company Options (as defined below) that remain unexercised, whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Li3 Parent Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Parent Option”) under Parent Equity Plan (as defined below), if the holder is eligible to be granted an option under the Parent Equity Plan, or outside of the Parent Equity Plan, if the Holder is not eligible to be granted an option under the Parent Equity Plan, in either case, without further action by the holder thereof. Each Parent Option shall cease to represent a right constitute an option to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share is equal to the exercise price per share number of Li3 shares of Company Common Stock, Stock subject to the Exchange Ratio. Any unexercised portion of a Li3 the Company Option exercisable for a fractional share of Ordinary Shares shall multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded up to the nearest whole number, unless such Company Option provides for different treatment of fractions of a share in such circumstances, in which case the terms of such Company Option pertaining to the treatment of a fraction of a share shall control). The exercise price per share of each Parent Option shall be equal to the exercise price of the Company Option prior to conversion divided by the Conversion Ratio (rounded up to the nearest whole tenth of a cent, unless such Company Option provides for different treatment of fractions of a cent in such circumstance, in which case the terms of such Company Option pertaining to the treatment of a fraction of a cent shall control), and the vesting schedule shall be the same as that of the Company Option that is exchanged for Parent Option. (b) At As soon as practicable after the Effective Time, each warrant Parent or the Surviving Corporation shall take appropriate actions (i) to purchase shares collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled but shall entitle the holder to exchange the Company Options for Parent Options in Parent, and (ii) to issue in lieu thereof new Parent Options pursuant to Section 1.8(a), including the delivery by Parent to such holders of Li3 Common Stock which is outstanding immediately prior to new option agreements. (c) As of the Effective Time Time, all outstanding Company Warrants (as defined below) that remain unexercised shall terminate as of the Effective Date, and Parent shall issue new warrants (each, a “Li3 Parent Warrant”)) in substitution for the Company Warrants, shall cease to represent a on substantially the same terms and conditions of the Company Warrants, but representing the right to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share is equal to the exercise price per share number of Li3 shares of Company Common Stock, Stock subject to the Exchange Ratio. Any unexercised portion of a Li3 the Company Warrant exercisable for a fractional share of Ordinary Shares shall multiplied by the Conversion Ratio (with any fraction resulting from such multiplication to be rounded up to the nearest whole number, unless such Company Warrant provides for different treatment of fractions of a share in such circumstance, in which case the terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control). The exercise price per share of each Parent Warrant shall be equal to the exercise price of the Warrant prior to substitution divided by the Conversion Ratio (rounded to the nearest whole cent, and with $0.005 rounded upward to the nearest whole cent, unless such Company Warrant provides for different treatment of fractions of a cent in such circumstance, in which case the terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control). (d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of (i) Parent Options to be issued for the Company Options and (ii) Parent Warrants to be issued for the Company Warrants, in accordance with this Section 1.8.

Options and Warrants. (a) At the Effective TimeTime and subject to Section 7.9, each option and warrant granted by the Company to purchase shares of Li3 Common the Company's Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 "Company Option”), " or a "Company Warrant") which is outstanding and exercisable immediately prior thereto shall cease to represent a right to acquire shares of Li3 Company Common Stock and shall be convertedconverted automatically into an option or warrant (the "Exchanged Option" or "Exchange Warrant") to purchase shares of Parent Common Stock exercisable until the current termination of the Company Option or Company Warrant, as the case may be, without accelerated termination by virtue of the Merger and in an amount and at the Effective Time, into a right an exercise price determined as provided below (and subject to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option Company's 1995 Stock Inventive Plan or other related agreement the terms of the option issued to John ▇▇▇▇▇▇ ▇▇ connection with the Company's acquisition of Cal Emblem, and the agreements evidencing such grants, including but not limited to the accelerated vesting of any such options or award pursuant warrants which shall occur by virtue of the consummation of the Merger to which the extent required by such Li3 Option was granted. plans and agreements): (a) The number of Ordinary Shares shares of Parent Common Stock to be subject to each such Converted Option the converted options and warrants shall be equal to (1) Ordinary Share for every two hundred and fifty (250) the product of the number of shares of Li3 Company Common Stock underlying each subject to the original options or warrants and the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such Li3 Option. Each Converted Option multiplication shall have an be rounded down to the nearest share; and (b) The exercise price per share of Parent Common Stock under the converted option or warrant shall be equal to the exercise price per share of Li3 Company Common Stock, subject to Stock under the original option or warrant divided by the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares , provided that such exercise price shall be rounded up out to the nearest whole numbercent. (bc) At Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of the Exchanged Options and the Exchanged Warrants and (ii) promptly after the Effective Time, issue to each warrant to purchase shares holder of Li3 Common Stock which is outstanding immediately prior to an Exchanged Option and Exchanged Warrant a document evidencing Parent's assumption of the Effective Time (each, a “Li3 Warrant”), Company's obligations under the Company Options and Company Warrants. The Exchanged Options and the Exchanged Warrants shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on have the same contractual terms and conditions as were the Company Options and the Company Warrants, respectively. 12 In the case of any converted options which are intended to qualify as "incentive stock options" (as defined in effect immediately prior Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")), the exercise price, the number of shares purchasable pursuant to such options and the Effective Time under terms and conditions of exercise of such options shall be determined in order to comply with Section 424(a) of the Code. The duration and other terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant converted option shall be equal the same as the original option except that all references to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares Company shall be rounded up deemed to the nearest whole numberbe references to Parent.

Options and Warrants. (a) At The Target has provided the Effective TimeCompany with a true and complete list as of the date hereof of all holders of outstanding options under the Target’s Stock Option Plan (the “Target Stock Option Plan”), including the number of shares of The Target Common Stock subject to each such option, the exercise or vesting schedule, the exercise price and term of each such option. On the Closing Date, each outstanding option to purchase shares of Li3 the Target Common Stock which is outstanding immediately prior to the Effective Time (each, a an “Li3 Target Stock Option”)) under the Target Stock Option Plan, whether vested or unvested, shall cease to represent a right to acquire shares of Li3 Common Stock be assumed and shall be converted, at the Effective Time, into a right constitute an option to acquire Ordinary Shares (a “Converted Option”)acquire, on the same contractual terms and conditions as were in effect immediately prior applicable under such Target Stock Option, the same number of shares of the Company Common Stock as the holder of such Target Stock Option would have been entitled to receive pursuant to the Effective Time under transaction contemplated by this Agreement had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately before the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to Closing Date (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Target Common Stock purchasable pursuant to such Target Stock Option immediately before the Effective Date divided by (z) the number of full shares of the Company Common Stock deemed purchasable pursuant to such Target Stock Option in accordance with the foregoing. (b) At Except as otherwise provided in the Target Stock Option Plan, the documents governing the Target Stock Options, and offer letters and other agreements affecting such Target Stock Options, the transaction contemplated by this Agreement shall not result in the termination or acceleration of any outstanding Target Stock Options under the Target Stock Option Plan that are so assumed by the Company. It is the intention of the parties that the Target Stock Options so assumed by the Company qualify following the Closing Date as incentive stock options as defined in Section 422 of the Internal Revenue Code to the extent such Target Stock Options qualified as incentive stock options before the Closing Date. As promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all option documentation it requires relating to the outstanding Target Stock Options, the Company will issue to each person who, immediately prior to the Closing Date, is a holder of an outstanding Target Stock Option under the Target Stock Option Plan that is to be assumed by the Company hereunder, a document evidencing the foregoing assumption of such Target Stock Option by the Company. (c) The Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of its Common Stock for delivery under The Target Stock Options assumed in accordance with this Section 1.4. The Board of Directors of the Target shall, as of the Closing Date, take all necessary actions, pursuant to and in accordance with the Target Stock Option Plan and the instruments evidencing the Target Stock Options, to provide for the assumption of Target Stock Options by the Company in accordance with this Section 1.4, and to provide that no consent of the holders of the Target Stock Options is required in connection with such assumption. (d) On the Effective TimeDate, each outstanding warrant to purchase shares of Li3 Target Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Target Warrant”)) shall be assumed and shall constitute a warrant to acquire, on the same contractual terms and conditions as were in effect immediately prior applicable under such Target Warrant, the same number of shares of Common Stock as the holder of such Target Warrant would have been entitled to receive pursuant to the Effective Time under transaction contemplated by this Agreement had such holder exercised such warrant (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately before the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to Closing Date (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up downward to the nearest whole number), at a price per share (rounded upward to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Target Common Stock purchasable pursuant to such Target Warrant immediately before the Closing Date divided by (z) the number of full shares of Common Stock deemed purchasable pursuant to such Target Warrant in accordance with the foregoing. (e) Except as otherwise provided in the Target Warrants and other agreements affecting such Target Warrants, the transaction contemplated by this Agreement shall not result in the termination or acceleration of any outstanding Target Warrants that are so assumed by the Company. As promptly as reasonably practicable and in any event within thirty (30) business days after receipt of all documentation it requires relating to the outstanding Target Warrants, the Company will issue to each person who, immediately prior to the Closing Date, is a holder of an outstanding Target Warrant under that is to be assumed by the Company hereunder, a document evidencing the foregoing assumption of such Target Warrant by the Company. (f) The Company shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Common Stock for delivery under Target Warrants assumed in accordance with this Section 1.4. The Board of Directors of the Target shall, as of the Closing Date, take all necessary actions, pursuant to the Target Warrants, to provide for the assumption of Target Warrants by the Company in accordance with this Section 1.4, and to provide that no consent of the holders of the Target Warrants is required in connection with such assumption.

Options and Warrants. (a) At As of the Effective Time, each option all stock options to purchase shares of Li3 Common Stock which is outstanding immediately prior to Company Shares issued by the Effective Time Company, whether vested or unvested (each, a the “Li3 OptionCompany Options”), shall cease to represent a right automatically become Parent Options without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior is equal to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Company Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 the Company Option divided by the Common Stock, subject to Conversion Ratio and the Exchange Ratioterms of such Parent Options shall otherwise remain the same. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares The Parent Options shall be rounded up granted under the Company's 2007 Employee, Director and Consultant Stock Plan, as amended (the “2007 Plan”), which shall be adopted and assumed in writing by the Parent in connection with the Merger, and under the 2007 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Company Options intended to be “incentive stock options” under Section 422 of the nearest whole numberCode shall remain incentive stock options as Parent Options. (b) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Options for Parent Options. (c) 5,915,615 shares of Parent Common Stock shall be reserved for issuance under the 2007 Plan being assumed by Parent at Closing, and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.11. No additional Options shall at any time hereafter be granted under the 2007 Plan. (d) Upon the Closing of the Merger, Parent Bridge Warrants to purchase an aggregate of 600,000 shares of Li3 Parent Common Stock which is at a price of $1.00 per share will be granted to the holders of Company common stock purchase warrants (the “Company Warrants”). 600,000 shares of Parent Common Stock shall be reserved for issuance upon the exercise of the Parent Bridge Warrants. As of the Effective Time, any and all outstanding immediately Company Warrants to purchase capital stock of the Company, whether vested or unvested, shall be canceled. (e) In the event that any issued and outstanding Company Options or Company Warrants are exercised prior to the Effective Time (eachTime, the number of outstanding Company Shares shall be increased by the number of Company Shares issued upon exercise of Company Options and Company Warrants, and the number of outstanding Company Options and Company Warrants shall be reduced by the same number, as applicable. This will result in a “Li3 Warrant”), shall cease to represent a right to acquire decrease in the aggregate number of shares of Li3 Parent Common Stock reserved for issuance upon exercise of the Parent Options and shall be convertedParent Bridge Warrants, and an increase in the number of shares of Parent Common Stock issuable to Company Stockholders at the Effective Time. Accordingly, into a right regardless of the exercise of any Company Warrants, the total number of shares of Parent Common Stock issuable to acquire Ordinary Shares (a “Converted Warrant”)Company Stockholders, on the same contractual terms and conditions as were in effect immediately prior and, upon exercise, to the Effective Time under holders of Parent Options and Parent Warrants, in connection with the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant Merger (in accordance with Section 1.5 and this Section 1.11) shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberremain constant.

Options and Warrants. (a) At Except as otherwise agreed by Parent and the Company prior to the Effective Time, each option immediately prior to the Effective Time, all options to purchase shares of Li3 Company Common Stock which is (the “Company Stock Options”) granted under any plan, arrangement or agreement (the “Company Stock Option Plans”) set forth in Section 3.03(a)(i) of the disclosure schedule delivered by the Company to Parent and Merger Co concurrently with the execution and delivery of this Agreement (the “Company Disclosure Schedule”), whether or not then exercisable, shall be cancelled by the Company and shall no longer be outstanding thereafter. In consideration for such cancellation, the holder thereof shall thereupon be entitled to receive, as soon as reasonably practicable after the Effective Time (but in no event later than five business days following the Closing Date), a cash payment from the Company in respect of such cancellation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option, whether or not then exercisable, and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Company. The Company agrees to take any and all actions necessary (including any action reasonably requested by Parent) to effectuate immediately prior to the Effective Time the cancellation of all Company Stock Options. (eachb) Prior to the Effective Time, a “Li3 Option”), the Company shall cease take all actions necessary to represent a right to acquire shares of Li3 Common Stock and shall be convertedensure that, at the Effective Time, into a right each warrant then outstanding to acquire Ordinary Shares purchase shares of Company Common Stock (a the “Converted OptionCompany Warrants”), on whether or not then exercisable, shall be cancelled by the same contractual terms and conditions Company in consideration for which the holder thereof shall thereupon be entitled to receive as were in effect immediately prior to soon as reasonably practicable after the Effective Time under Time, a cash payment from the terms Company in respect of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be cancellation in an amount (if any) equal to (1i) Ordinary Share for every two hundred and fifty the product of (250x) the number of shares of Li3 Company Common Stock underlying each subject to such Li3 Option. Each Converted Option shall have an exercise price per share equal to Company Warrant, whether or not then exercisable, and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Li3 Company Common Stock, Stock subject to such Company Warrant, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Exchange RatioCompany. Any portion The Company shall take any and all actions reasonably requested by Parent to effectuate the cancellation of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, all Company Warrants at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) At As of the Effective Time, each option all stock options to purchase shares of Li3 Common Stock which is outstanding immediately prior to Company Shares issued by the Effective Time Company, whether vested or unvested (each, a the “Li3 OptionCompany Options”), shall cease to represent a right automatically become Parent Options without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior is equal to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Company Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 the Company Option divided by the Common Stock, subject to Conversion Ratio and the Exchange Ratioterms of such Parent Options shall otherwise remain the same. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares The Parent Options shall be rounded up granted under the Company's 2008 Equity Incentive Plan (the “2008 Plan”), which shall be adopted and assumed in writing by the Parent in connection with the Merger, and under the 2008 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Company Options intended to be “incentive stock options” under Section 422 of the nearest whole numberCode shall remain incentive stock options as Parent Options. (b) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Options for Parent Options. (c) 896,256 shares of Parent Common Stock shall be reserved for issuance under the 2008 Plan being assumed by Parent at Closing, and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.11. No additional Options shall at any time hereafter be granted under the 2008 Plan. (d) Upon the Closing of the Merger, (i) Parent Bridge Warrants to purchase an aggregate of 1,500,000 shares of Li3 Parent Common Stock which is at a price of $1.00 per share will be granted to the holders of Bridge Warrants; (ii) Placement Agent Parent Bridge Warrants to purchase an aggregate of 610,155 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Placement Agent Bridge Warrants; and (iii) Parent Exchange Warrants to purchase an aggregate of 1,409,750 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Exchange Warrants. An aggregate of 3,509,750 shares of Parent Common Stock shall be reserved for issuance upon the exercise of the Parent Bridge Warrants, Placement Parent Agent Bridge Warrants and the Parent Exchange Warrants. As of the Effective Time, any and all outstanding immediately Company Warrants to purchase capital stock of the Company, whether vested or unvested, shall be canceled. (e) In the event that any issued and outstanding Company Options or Company Warrants are exercised prior to the Effective Time (eachTime, the number of outstanding Company Shares shall be increased by the number of Company Shares issued upon exercise of Company Options and Company Warrants, and the number of outstanding Company Options and Company Warrants shall be reduced by the same number, as applicable. This will result in a “Li3 Warrant”), shall cease to represent a right to acquire decrease in the aggregate number of shares of Li3 Parent Common Stock reserved for issuance upon exercise of the Parent Options, Parent Bridge Warrants, Placement Agent Bridge Warrants and shall be convertedParent Exchange Warrants, and an increase in the number of shares of Parent Common Stock issuable to Company Stockholders at the Effective Time. Accordingly, into a right regardless of the exercise of any Company Warrants, the total number of shares of Parent Common Stock issuable to acquire Ordinary Shares (a “Converted Warrant”)Company Stockholders, on the same contractual terms and conditions as were in effect immediately prior and, upon exercise, to the Effective Time under holders of Parent Options and Parent Warrants, in connection with the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant Merger (in accordance with Section 1.5 and this Section 1.11) shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberremain constant.

Options and Warrants. (a) At the Effective Time, each option to purchase shares of Li3 Common Stock which Company Option that is outstanding immediately prior to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect unexercised immediately prior to the Effective Time under the Company Incentive Plan, whether or not vested, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Incentive Plan (if necessary) and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Incentive Plan and the terms of the Li3 Option or other related stock option agreement or award pursuant to by which such Li3 Company Option was grantedis evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). The All rights, terms, and restrictions with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of Ordinary Shares shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined in accordance with the Allocation Certificate as provided in Section 5.15; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined in accordance with the Allocation Certificate as provided in Section 5.15; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule, and other provisions of such Converted Company Option shall be equal to otherwise remain unchanged; provided, however, that: (1A) Ordinary Share for every two hundred and fifty (250) the determination in the Allocation Certificate of the number of shares of Li3 Parent Common Stock underlying subject to each Company Option assumed by Parent shall be based on the same ratio as that applied to the Company Common Stock to determine the number of shares of Parent Common Stock each holder of Company Common Stock shall receive; (B) the determination in the Allocation Certificate of the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be adjusted equitably to reflect the ratio described in clause (A); (C) to the extent provided under the terms of the respective stock option agreements governing the Company Options and the Company Incentive Plan, Parent may amend the terms of the Company Options and the Company Incentive Plan, in accordance with the terms thereof, to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such Li3 Optionas by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock), and such Company Options shall be subject to further adjustment as appropriate and necessary to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization, or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time; and (D) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Converted Company Option shall have so assumed by Parent is a nonqualified stock option (that is, an exercise price per share equal option that is not intended to qualify as an incentive stock option as defined in Section 422 of the exercise price per share Code), and, further, the assumption of Li3 Common Stock, subject such Company Option pursuant to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares this Section 5.5(a) shall be rounded up to effected in a manner that satisfies the nearest whole numberrequirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder (including the applicable portions of Treasury Regulation Section 1.424-1 as applied under Treasury Regulation Section 1.409A-1(b)(5)(v)(D)), and this Section 5.5(a) will be construed consistent with this intent. (b) Parent shall file with the SEC, promptly, but no later than thirty (30) calendar days, after the Effective Time, a registration statement on Form S-8 (or any successor form), if available for use by Parent, relating to the shares of Parent Common Stock that are issuable with respect to Company Options assumed by Parent in accordance with Section 5.5(a). (c) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which Company Warrant that is outstanding and unexercised as of immediately prior to the Effective Time (eachTime, a “Li3 Warrant”)if any, shall cease be converted into and become a warrant to represent a right to acquire shares of Li3 purchase Parent Common Stock and Parent shall assume each such Company Warrant in accordance with its terms. All rights with respect to Company Capital Stock under Company Warrants assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent shall be converteddetermined in accordance with the Allocation Certificate as provided in Section 5.15; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent shall be determined in accordance with the Allocation Certificate as provided in Section 5.15; and (iv) any restriction on any Company Warrant assumed by Parent shall continue in full force and effect and the term and other provisions of such Company Warrant shall otherwise remain unchanged; provided, at however, that: (A) the determination in the Allocation Certificate of the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent shall be based on the same ratio as that applied to the Company Common Stock to determine the number of shares of Parent Common Stock each holder of Company Common Stock shall receive; and (B) the determination in the Allocation Certificate of the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by Parent shall be adjusted equitably to reflect the ratio described in clause (A). (d) Prior to the Effective Time, into a right the Company shall take all actions that may be necessary (under the Company Incentive Plan, the Company Warrants and otherwise) to acquire Ordinary Shares effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options and Company Warrants have no rights with respect thereto other than those specifically provided in this Section 5.5. (a “Converted Warrant”)e) Immediately prior to the NYSE Reverse Split, on each Out of the same contractual terms Money Parent Option that is outstanding and conditions unexercised as were in effect of immediately prior to the Effective Time under NYSE Reverse Split, if any, shall be canceled without the payment of consideration therefor. In accordance with the terms and conditions set forth in the Parent Incentive Plan, Parent shall notify each holder of an Out of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to Money Parent Option that each such Converted Warrant Out of the Money Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal become exercisable at least ten days prior to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares NYSE Reverse Split and shall thereafter be rounded up to the nearest whole numbercanceled.

Options and Warrants. (a) At As of the Effective Time, each option all stock options to purchase shares of Li3 Common Stock which is outstanding immediately prior to Company Shares issued by the Effective Time Company, whether vested or unvested (each, a the “Li3 OptionCompany Options”), shall cease to represent a right automatically become Parent Options without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior is equal to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Company Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 the Company Option divided by the Common Stock, subject to Conversion Ratio and the Exchange Ratioterms of such Parent Options shall otherwise remain the same. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares The Parent Options shall be rounded up granted under the Company’s 2007 Employee, Director and Consultant Stock Plan, as amended (the “2007 Plan”), which shall be adopted and assumed in writing by the Parent in connection with the Merger, and under the 2007 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Company Options intended to be “incentive stock options” under Section 422 of the nearest whole numberCode shall remain incentive stock options as Parent Options. (b) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to purchase collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Options for Parent Options. (c) 5,915,615 shares of Li3 Parent Common Stock which is outstanding immediately prior to shall be reserved for issuance under the Effective Time (each2007 Plan being assumed by Parent at Closing, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, issued upon the exercise of the Parent Options in accordance with this Section 1.11. No additional Options shall at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time any time hereafter be granted under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number2007 Plan.

Options and Warrants. (a) At As of the Effective Time, each option all outstanding Company Options (as defined below) that remain unexercised, whether vested or unvested, shall be assumed by the Parent and shall be converted into options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock subject to the outstanding and unexercised portion of the Company Option immediately prior to the Effective Time, multiplied by the Conversion Ratio for Company Common Stock (with the result rounded down to the nearest whole share of Parent Common Stock). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option immediately prior to the Effective Time divided by the Conversion Ratio (each, a “Li3 Option”with the result rounded up to the nearest whole cent), . Each Parent Option shall cease otherwise be subject to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were applicable under the respective Company Option immediately prior to the Effective Time, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time shall continue to so qualify, to the maximum extent permissible, immediately following the Effective Time, and (ii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a manner consistent with the requirements of Section 409A of the Code. (b) Prior to the Effective Time, Parent and the Company shall take such actions (including adopting any necessary resolutions) as are reasonably necessary to effect the treatment of the Company Options as contemplated by this Section 1.8. At the Effective Time, the Parent shall assume all obligations of the Company under the applicable Company Equity Plan, each outstanding Company Option, and the agreements evidencing the grants thereof, and shall administer and honor all such awards in accordance with the terms and conditions of such awards and the applicable Company Equity Plan (subject to the adjustments required by reason of this Agreement or such other adjustments or amendments made by the Parent in accordance with such terms and conditions). (c) As of the Effective Time, each outstanding Company Warrant (as defined below) that is outstanding as of immediately prior to the Effective time shall be assumed by Parent and shall be converted into warrants to purchase Parent Common Stock (“Parent Warrants”) without further action by the holder thereof. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by the Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by the Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that would have been issuable upon exercise of each such Company Warrant had such Company Warrant been exercised prior to the Effective Time by (B) the Conversion Ratio for Company Common Stock and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by the Parent shall be determined by dividing the per share exercise price of shares of Company Common Stock subject to such Company Warrant, as in effect immediately prior to the Effective Time under Time, by the terms of Conversion Ratio for the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Company Common Stock underlying each such Li3 Option. Each Converted Option shall have an and rounding the resulting exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numbercent; and (iv) any restriction on any Company Warrant assumed by the Parent shall continue in full force and effect and the term and other provisions of such Company Warrant shall otherwise remain unchanged. (bd) At the Effective Time, each warrant The Parent shall take all corporate action necessary to purchase reserve for issuance a sufficient number of shares of Li3 Parent Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms for delivery upon exercise of the Li3 Warrant or other related agreement or award pursuant Parent Options to which such Li3 Warrant was granted. The number be issued for the Company Options, and for delivery upon exercise of Ordinary Shares subject to the Parent Warrants, in each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stockcase, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberin accordance with this Section 1.8.

Options and Warrants. (a) At the Effective Time, each option and warrant granted or issued by the Company and exercisable for shares of Company Common Stock, which is outstanding and unexercised or unconverted immediately prior thereto, shall be assumed by Parent pursuant to a writing to be executed at the Closing in form and substance reasonably acceptable to the Company, and, subject to the following provisions, shall be converted into an option or warrant to purchase shares of Li3 Parent Common Stock. Each such option or warrant shall be converted into an option or warrant to purchase such number of shares of Parent Common Stock which at such exercise price as is outstanding determined as provided below (and otherwise having the same duration and other terms as the original option or warrant): (i) the number of shares of Parent Common Stock to be subject to the new option or warrant shall be equal to the product of (A) the number of shares of Company Common Stock subject to the option or warrant immediately prior to the Effective Time and (eachB) the Exchange Ratio, a “Li3 Option”)the product being rounded, shall cease if necessary, up or down, to represent a right to acquire shares the nearest whole share; and (ii) the exercise or convertible price per share of Li3 Parent Common Stock and under the new option or warrant shall be converted, at equal to (A) the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on exercise price per share of the same contractual terms and conditions as were in effect Company Common Stock under the option or warrant immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to divided by (1B) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded , rounded, if necessary, up or down, to the nearest whole numbercent. Notwithstanding the foregoing, those warrants that were issued by the Company and Parent that are by their terms exercisable for shares of Parent Common Stock (the "TLSP/CRW Warrants") shall be unaffected as a result of the Merger. (b) At the Effective Time, each warrant the Purchaser shall deliver to purchase holders of original options and warrants (except for the TLSP/CRW Warrants) appropriate agreements representing the new options and warrants on the terms and conditions set forth in this Section 1.5(b). The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Li3 Parent Common Stock which is outstanding immediately prior to for delivery upon exercise of the Effective Time new options and warrants in accordance with this Section 1.5(b). The Parent shall file (eachi) a registration statement on Form S-8 (or any successor form) or another appropriate form, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at effective promptly after the Effective Time, into with respect to shares of Parent Common Stock subject to the new options (but not any such new warrants) and (ii) a right to acquire Ordinary Shares registration statement on Form S-3 (a “Converted Warrant”or any successor form) or another appropriate form (such registration statement, the "Parent Form S-3"), effective promptly after the Effective Time, with respect to shares of Parent Common Stock subject to the new warrants (but only with respect to such shares of Parent Common Stock associated with shares of Company Common Stock that had been registered by the Company on a registration statement on Form S-3 (the "Company Form S-3"))). The Company, from time to time, shall also prepare such resale prospectuses for inclusion in the Parent Form S-3 on the same contractual terms basis as contemplated by the Company Form S-3. The Company shall use all reasonable efforts to maintain the effectiveness of (i) such Form S-8 registration statement for so along as such options remain outstanding and conditions (ii) the Parent Form S-3 for such period covered by the existing Company Form S-3. In addition, with respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as were amended, and the rules and regulations thereunder (the "Exchange Act"), the Parent shall administer any option plans assumed pursuant to this Section 1.5(b) in effect immediately a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent such option plan complied with such rule prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberMerger.

Options and Warrants. (a) At Immediately prior to the Effective Time, each unexercised stock option outstanding to purchase shares of Li3 Common Stock which is outstanding immediately prior to under the Effective Time Company 1998 Stock Plan other than any stock options held by any holder of Class A Common Stock and any employee of the Company identified on Schedule 2.7(a) (each, a each an “Li3 Option”), whether or not vested or exercisable, shall cease be cancelled and each holder of any such Option (“Optionholder”) shall be entitled to represent a right receive in exchange therefor cash in an amount equal to acquire the product of (x) the number of shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior subject to the Effective Time under Option and (y) the terms of amount by which the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Option/Warrant Per Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to Consideration exceeds the exercise price per share of Li3 Common Stocksuch Option, subject less any applicable Withholdings. Such cash payment shall be made at the same time as Stockholders receive the Closing Payment. The Company shall take such actions as are necessary and appropriate to cancel each Option each effective immediately prior to the Exchange RatioEffective Time. The Company shall use its reasonable efforts to obtain from each Optionholder such documents as the Company and Safeguard determine are reasonably appropriate to evidence the surrender of such Options. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up Optionholder who does not provide sufficient evidence to the nearest whole numberCompany of the surrender of his or her Option shall have such Option terminated effective as of the Effective Time in accordance with Section 11(c)(ii) of the Company 1998 Stock Option Plan and shall not be eligible to receive the cash payment described in the first sentence of this Section 2.7(a). All options held by holders of Class A Common Stock and any employee of the Company identified on Schedule 2.7(a) shall remain outstanding according to their terms on and after the Effective Time. (b) At Prior to the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an outstanding unexercised warrant to purchase shares of Li3 Common Stock which is outstanding (each a “Warrant”), whether or not vested or exercisable, will be provided the opportunity to have his, her or its Warrant cancelled immediately prior to the Effective Time Time, and, if such Warrantholder provides written consent to the cancellation of his, her or its Warrant, the Warrantholder will be entitled to receive in exchange therefor cash in an amount equal to the product of (each, a “Li3 Warrant”), shall cease to represent a right to acquire x) the number of shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior subject to the Effective Time under Warrant and (y) the terms of amount by which the Li3 Option/Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Per Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to Consideration exceeds the exercise price per share of Li3 Common Stocksuch Warrant, subject less any applicable Withholdings. Such cash payment shall be made at the same time as Stockholders receive the Closing Payment. The Company shall take such actions as are necessary and appropriate to ask each Warrantholder if the Warrantholder is willing to cancel his, her or its Warrant, effective immediately prior to the Exchange RatioEffective Time. The Company shall use its reasonable efforts to obtain from each Warrantholder such documents as the Company determines appropriate to evidence the surrender of such Warrants. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up Warrantholder who does not consent to the nearest whole numbercancellation of his, her or its Warrant or does not provide sufficient evidence to the Company of the surrender of his, her or its Warrant shall have such Warrant continue in accordance with its terms after the Effective Time with respect to the common stock of Surviving Corporation without any further action by such Warrantholder, the Company or the Surviving Corporation and such Warrantholder shall not be eligible to receive the cash payment described in the first sentence of this Section 2.7(b). Each Principal Stockholder who holds any Warrants hereby agrees to the cancellation of his, her or its Warrants.

Options and Warrants. (a) At the Effective TimeClosing, the terms of each outstanding option granted by the Company to purchase an aggregate of 2,457,422 Common Membership Units (a “Company Option”) under the Long-Term Incentive Plan of the Company (the “Company Incentive Plan”), whether vested or unvested, shall be amended by action of the Board of Directors of the Company to provide that, at the Closing, each option to purchase shares of Li3 Common Stock which is Company Option outstanding immediately prior to the Effective Time (each, a “Li3 Option”), Closing shall cease be deemed to represent a right to acquire shares of Li3 Common Stock constitute and shall be converted, at the Effective Time, into a right become an option to acquire Ordinary Shares (a “Converted Option”)acquire, on the same contractual terms and conditions as were applicable under such Company Option, the same number of shares of Parent Common Stock (the “Parent Stock Options”) as the holder of such Company Option would have been entitled to receive pursuant to the Exchange had such holder exercised such Company Option in effect full immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise Closing, at a price per share of Li3 Parent Common StockStock equal to (i) the aggregate exercise price for the Common Membership Units otherwise purchasable pursuant to such Company Option divided by (ii) the aggregate number of shares of Parent Common Stock deemed purchasable pursuant to such Company Option; provided, however, that, after aggregating all the shares of a holder subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a Company Options, any fractional share of Ordinary Shares Parent Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole numbershare. Schedule 1.5(a) attached hereto sets forth the name of each holder of Company Options, the aggregate number of shares of Common Membership Units which each such person may purchase pursuant to his or her Company Options and the aggregate number of shares of Parent Common Stock which each such person may purchase pursuant to the operation of this Section 1.5(a). In connection with the implementation of this Section 1.5(a), prior to the Closing, the Board of Directors of the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Options to provide that, following the Closing, such options shall be exercisable for shares of Parent Common Stock in accordance with the provisions of this Section 1.5(a). In furtherance of the foregoing, Parent agrees to assume at the Closing all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Options and the obligation to issue the number of shares of Parent Common Stock set forth on Schedule 1.5(a) upon the exercise of the Company Options. (bi) At the Effective TimeClosing, all outstanding warrants issued by the Company to purchase an aggregate of 559,221 Common Membership Units (the “Company Warrants”), will by their terms be converted into a warrant to acquire that number of shares of Parent Common Stock which is equal to the same number of shares of Parent Common Stock as the holder of such Warrant would have been entitled to receive pursuant to the Exchange had such holder exercised such Warrant in full immediately prior to the Closing. Schedule 1.5(b) attached hereto sets forth the name of each holder of Company Warrants, the type of Company Warrant held by such holder, the aggregate number of Common Membership Units which each such person may purchase pursuant to the exercise of his or her Company Warrants and the aggregate number of shares of Parent Common Stock which each such person may purchase upon exercise of Company Warrants acquired upon such exchange, conversion or amendment. Parent expressly assumes the obligation to deliver on and after the Closing shares of Parent Common Stock to the holders of Company Warrants upon exercise of the Company Warrants in accordance with the applicable Exchange Ratio, all in accordance with the provisions of this Section 1.5(b). (ii) Without limiting the generality of the foregoing, the Company shall take all actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.5(b). (c) As soon as practicable after the Closing, Parent shall deliver to the holders of: (i) Company Options appropriate notices setting forth such holders’ rights pursuant to the Company Incentive Plan and the agreements evidencing the grants of such Company Options and that such Company Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.5 after giving effect to the Exchange), and (ii) Company Warrants new warrant agreements and/or warrants evidencing such holders' rights to purchase shares of Li3 Parent Common Stock which is outstanding immediately (subject to the adjustments required by this Section 1.5 after giving effect to the Exchange). (d) Parent shall take all action necessary and appropriate, on or prior to the Effective Time (eachClosing, to authorize and reserve a “Li3 Warrant”), shall cease to represent a right to acquire number of shares of Li3 Parent Common Stock sufficient for issuance upon the exercise of assumed Company Options and shall Company Warrants following the Closing as contemplated by this Section 1.5. (e) Other than the Company Options and the Company Warrants, all options, warrants and rights to purchase Membership Units outstanding as of the Closing will be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately exercised or terminated prior to or effective upon the Effective Time under the terms of the Li3 Warrant Closing, and Parent shall not assume or other related agreement have any obligation with respect to such options, warrants or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberrights.

Options and Warrants. (a) At As of the Effective Time, each option all outstanding Company Options (as defined below) that remain unexercised, whether vested or unvested, shall be assumed by the Parent and shall be converted into options to purchase shares of Li3 Parent Common Stock which (“Parent Options”) without further action by the holder thereof. Each Parent Option as so assumed and converted shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding equal to the number of Company Common Shares subject to the unexercised portion of the Company Option multiplied by the Conversion Ratio for Company Common Shares (rounded down to the nearest whole share). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option prior to the assumption divided by the Conversion Ratio (rounded up to the nearest whole cent). Each Parent Option shall otherwise be subject to the same terms and conditions as were applicable under the respective Company Option immediately prior to the Effective Time, provided, that the Board of Directors of the Parent or a committee thereof shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to each Company Option assumed by the Parent. It is the intention of the parties that (i) each Parent Option that qualified as an incentive stock option (as defined in Section 422 of the Code) immediately prior to the Effective Time (eachshall continue to so qualify, a “Li3 Option”)to the maximum extent permissible, shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at immediately following the Effective Time, into and (ii) the number of shares of Parent Common Stock and exercise price per share of Parent Common Stock under each Parent Option shall be determined in a right manner consistent with the requirements of Section 409A of the Code. (b) Prior to acquire Ordinary Shares the Effective Time, Parent and the Company shall take such actions (a “Converted including adopting any necessary resolutions) as are reasonably necessary to effect the treatment of the Company Options as contemplated by this Section 1.9. At the Effective Time, the Parent shall assume all obligations of the Company under the applicable Company Equity Plan, each outstanding Company Option”), on and the same contractual agreements evidencing the grants thereof and shall administer and honor all such awards in accordance with the terms and conditions of such awards and the applicable Company Equity Plan (subject to the adjustments required by reason of this Agreement or such other adjustments or amendments made by the Parent in accordance with such terms and conditions). Following the Closing, the Company shall notify each holder of the conversion of Company Options into Parent Options, and any restrictions on the exercise thereof during the period prior to the registration of the shares of Parent Common Stock underlying such Parent Options on Form S-8. (c) As of the Effective Time, each outstanding Company Warrant (as were defined below) that is outstanding as of immediately prior to the Effective Time shall be assumed by Parent and shall be converted into warrants to purchase Parent Common Stock (“Parent Warrants”) without further action by the holder thereof. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by the Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by the Parent shall be determined by multiplying (A) the number of Company Common Shares that would have been issuable upon exercise of each such Company Warrant had such Company Warrant been exercised prior to the Effective Time by (B) the Conversion Ratio for Company Common Shares and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Warrant assumed by the Parent shall be determined by dividing the per share exercise price of Company Common Shares subject to such Company Warrant, as in effect immediately prior to the Effective Time under Time, by the terms of Conversion Ratio for the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Common Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an rounding the resulting exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numbercent; and (iv) any restriction on any Company Warrant assumed by the Parent shall continue in full force and effect and the term and other provisions of such Company Warrant shall otherwise remain unchanged. (bd) At the Effective Time, each warrant The Parent shall take all corporate action necessary to purchase reserve for issuance a sufficient number of shares of Li3 Parent Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms for delivery upon exercise of the Li3 Warrant Parent Options to be issued for the Company Options and for delivery upon exercise of the Parent Warrants to be issued for the Company Warrants, in each case, in accordance with this Section 1.9. As soon as reasonably practicable following the Closing, the Parent shall register the shares issuable upon exercise of the Parent Options under a Form S-8 or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberapplicable securities registration.

Options and Warrants. (a) At As of the Effective Time, all options to purchase Company Common Stock issued by the Company pursuant to its 1997 Stock Option Plan and 1997B Stock Option Plan ("Options") and the Warrant dated October 15, 1998 issued to Phoenix Leasing Incorporated, the Warrant dated October 15, 1998 issued to ▇▇▇▇▇▇ Kingsbrook and the Series D Warrant (collectively, the "Warrants"), whether vested or unvested, shall be assumed by Entrust. Immediately after the Effective Time, each option to purchase shares of Li3 Common Stock which is Option and Warrant outstanding immediately prior to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converteddeemed to constitute an option or warrant (as the case may be) to acquire, on the same terms and conditions as were applicable under such Option or Warrant at the Effective Time, into a right such number of shares of Entrust Common Stock as is equal to acquire Ordinary the number of Company Shares subject to the unexercised portion of such Option or Warrant multiplied by the applicable Conversion Ratio (a “Converted Option”with any fraction resulting from such multiplication to be rounded down to the nearest whole number), on . The exercise price per share of each such assumed Option and Warrant shall be equal to the same contractual terms and conditions as were in effect exercise price of such Option or Warrant immediately prior to the Effective Time under Time, divided by the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to applicable Conversion Ratio (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numbercent). The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), if applicable, and all of the other terms of such Options and Warrants shall otherwise remain unchanged. (b) At As soon as practicable after the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior Entrust or the Surviving Corporation shall deliver to the Effective Time (eachholders of Options and Warrants appropriate notices setting forth such holders' rights pursuant to such Options and Warrants, a “Li3 Warrant”)as amended by this Section 1.9, and the agreements evidencing such Options and Warrants shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), continue in effect on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the amendments provided for in this Section 1.9 and contained in such notice). (c) Entrust shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Entrust Common Stock for delivery upon exercise of the Options and Warrants assumed in accordance with this Section 1.9. Within fifteen days after the receipt by Entrust of the consolidated audited and unaudited historical financial statements of the Company and the Subsidiaries (as defined below) required to be filed by Entrust with the Securities and Exchange Ratio. Any portion Commission (the "SEC") pursuant to Item 7(a) of the Current Report on Form 8-K as a Li3 Warrant exercisable for result of the transactions contemplated hereby, Entrust shall file a fractional share Registration Statement on Form S-8 (or any successor form) under the Securities Act of Ordinary Shares shall be rounded up 1933, as amended (the "Securities Act"), with respect to all shares of Entrust Common Stock subject to the nearest whole numberOptions that may be registered on a Form S-8, and shall use its best efforts to maintain the effectiveness of such Registration Statement for so long as such Options remain outstanding.

Options and Warrants. (a) At As of the Effective Time, each option all stock options to purchase shares of Li3 Common Stock which is outstanding immediately prior to Company Shares issued by the Effective Time Company, whether vested or unvested (each, a the “Li3 OptionCompany Options”), shall cease to represent a right automatically become Parent Options without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Li3 Parent Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior is equal to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Company Shares subject to the unexercised portion of the Company Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such Converted Parent Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 the Company Option divided by the Common Stock, subject to Conversion Ratio and the Exchange Ratioterms of such Parent Options shall otherwise remain the same. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares The Parent Options shall be rounded up granted under the Company's 2008 Equity Incentive Plan (the “2008 Plan”), which shall be adopted and assumed in writing by the Parent in connection with the Merger, and under the 2008 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Company Options intended to be “incentive stock options” under Section 422 of the nearest whole numberCode shall remain incentive stock options as Parent Options. (b) At As soon as practicable after the Effective Time, each warrant the Parent or the Surviving Corporation shall take appropriate actions to collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Options for Parent Options. (c) 896,256 shares of Parent Common Stock shall be reserved for issuance under the 2008 Plan being assumed by Parent at Closing, and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.11. No additional Options shall at any time hereafter be granted under the 2008 Plan. (d) Upon the Closing of the Merger, (i) Parent Bridge Warrants to purchase an aggregate of 1,500,000 shares of Li3 Parent Common Stock which is at a price of $1.00 per share will be granted to the holders of Bridge Warrants; (ii) Placement Agent Parent Bridge Warrants to purchase an aggregate of 610,155 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Placement Agent Bridge Warrants; and (iii) Parent Exchange Warrants to purchase an aggregate of 1,409,750 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Exchange Warrants. An aggregate of 3,509,750 shares of Parent Common Stock shall be reserved for issuance upon the exercise of the Parent Bridge Warrants, Placement Parent Agent Bridge Warrants and the Parent Exchange Warrants. As of the Effective Time, any and all outstanding immediately Company Warrants to purchase capital stock of the Company, whether vested or unvested, shall be canceled. 6 (e) In the event that any issued and outstanding Company Options or Company Warrants are exercised prior to the Effective Time (eachTime, the number of outstanding Company Shares shall be increased by the number of Company Shares issued upon exercise of Company Options and Company Warrants, and the number of outstanding Company Options and Company Warrants shall be reduced by the same number, as applicable. This will result in a “Li3 Warrant”), shall cease to represent a right to acquire decrease in the aggregate number of shares of Li3 Parent Common Stock reserved for issuance upon exercise of the Parent Options, Parent Bridge Warrants, Placement Agent Bridge Warrants and shall be convertedParent Exchange Warrants, and an increase in the number of shares of Parent Common Stock issuable to Company Stockholders at the Effective Time. Accordingly, into a right regardless of the exercise of any Company Warrants, the total number of shares of Parent Common Stock issuable to acquire Ordinary Shares (a “Converted Warrant”)Company Stockholders, on the same contractual terms and conditions as were in effect immediately prior and, upon exercise, to the Effective Time under holders of Parent Options and Parent Warrants, in connection with the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was grantedMerger (in accordance with Section 1.5 and this Section 1.11) shall remain constant. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number1.12 [Intentionally Omitted].

Options and Warrants. (a) At the Effective TimeAll options, each option warrants, or other rights to purchase shares of Li3 Common Company Capital Stock (each, a “Company Option”) which is are outstanding immediately prior to the Effective Time (eachshall not be assumed by Parent, a “Li3 Option”)First Surviving Corporation or Surviving Corporation and shall therefore become, pursuant to their respective terms, fully vested and exercisable prior to the Effective Time. Holders of Company Options shall cease be given the opportunity to exercise their Company Options effective prior to the Effective Time. All Company Options that remain unexercised and outstanding as of the Effective Time shall be terminated and canceled as of the Effective Time and converted into, and represent a only, the right to acquire receive from Parent, for each share of Company Common Stock that is issuable upon full exercise of the Company Option (including, for this purpose, the number of shares of Li3 Company Common Stock that are issuable upon conversion of all shares of Company Preferred Stock that are issuable upon any exercise of a Company Option) the Closing Date Per Share Consideration and the FDA Milestone Per Share Consideration all on the terms set forth in this Article II; provided, however, that (i) there shall be converteddeducted from the aggregate Closing Date Cash Per Share Consideration payable with respect to each Company Option, at an amount equal to (A) the Closing Cash Percentage multiplied by the exercise per share price of the applicable Company Option multiplied by (B) the total number of shares of Company Common Stock issuable upon full exercise of the Company Option and (ii) there shall be deducted from the aggregate Closing Date Stock Per Share Consideration payable with respect to each Company Option a number of shares of Parent Common Stock that have a value (based on the Applicable Denominator) equal to (C) the Closing Stock Percentage multiplied by the exercise per share price of the applicable Company Option multiplied by (D) the total number of shares of Company Common Stock issuable upon full exercise of the Company Option, provided further, however, that if the product of clause (A) and (B) in clause (i) is greater than the aggregate Closing Date Cash Per Share Consideration payable with respect to a Company Option, then a number of shares of Parent Common Stock that have a value (based on the Applicable Denominator) equal to the amount of the excess of the product of (A) and (B) over the aggregate Closing Date Cash Per Share Consideration payable with respect to such Company Option shall also be deducted from the aggregate Closing Date Stock Per Share Consideration payable with respect to such Company Option. Following the Effective Time, into a no holder of Company Options, or any participant in or beneficiary of any of the Company Benefit Plans, shall have any right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or receive any equity securities or other related agreement interests in the First Surviving Corporation, Parent, Surviving Corporation or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stocktheir respective Subsidiaries, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole numberor any other consideration. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) At Except as otherwise agreed by Parent and the Company prior to the Effective Time, each option immediately prior to the Effective Time, all options to purchase shares of Li3 Company Common Stock which is (the "Company Stock Options") granted under any plan, arrangement or agreement (the "Company Stock Option Plans") set forth in Section 3.03(a)(i) of the disclosure schedule delivered by the Company to Parent and Merger Co concurrently with the execution and delivery of this Agreement (the "Company Disclosure Schedule"), whether or not then exercisable, shall be cancelled by the Company and shall no longer be outstanding thereafter. In consideration for such cancellation, the holder thereof shall thereupon be entitled to receive, as soon as reasonably practicable after the Effective Time (but in no event later than five business days following the Closing Date), a cash payment from the Company in respect of such cancellation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option, whether or not then exercisable, and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Company. The Company agrees to take any and all actions necessary (including any action reasonably requested by Parent) to effectuate immediately prior to the Effective Time the cancellation of all Company Stock Options. (eachb) Prior to the Effective Time, a “Li3 Option”), the Company shall cease take all actions necessary to represent a right to acquire shares of Li3 Common Stock and shall be convertedensure that, at the Effective Time, into a right each warrant then outstanding to acquire Ordinary Shares purchase shares of Company Common Stock (a “Converted Option”the "Company Warrants"), on whether or not then exercisable, shall be cancelled by the same contractual terms and conditions Company in consideration for which the holder thereof shall thereupon be entitled to receive as were in effect immediately prior to soon as reasonably practicable after the Effective Time under Time, a cash payment from the terms Company in respect of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be cancellation in an amount (if any) equal to (1i) Ordinary Share for every two hundred and fifty the product of (250x) the number of shares of Li3 Company Common Stock underlying each subject to such Li3 Option. Each Converted Option shall have an exercise price per share equal to Company Warrant, whether or not then exercisable, and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Li3 Company Common Stock, Stock subject to such Company Warrant, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Exchange RatioCompany. Any portion The Company shall take any and all actions reasonably requested by Parent to effectuate the cancellation of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (b) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, all Company Warrants at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) At As of the Effective Time, each option all Company Options (as defined below) to purchase shares of Li3 Company Common Stock which issued by the Company, whether vested or unvested, shall be canceled and exchanged for options to purchase shares of Parent Common Stock (“Parent Options”) without further action by the holder thereof. Each Parent Option shall constitute an option to acquire such number of shares of Parent Common Stock as is outstanding immediately prior equal to the Effective Time (each, a “Li3 Option”), shall cease to represent a right to acquire number of shares of Li3 Company Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Option”), on the same contractual terms and conditions as were in effect immediately prior subject to the Effective Time under the terms unexercised portion of the Li3 Company Option or other related agreement or award pursuant multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to which be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number (unless such Li3 Company Option was grantedprovides for different treatment of fractions of a share in such circumstances)). The number exercise price per share of Ordinary Shares subject to each such Converted Parent Option shall be equal to the exercise price of the Company Option prior to conversion divided by the Common Conversion Ratio (1rounded to the nearest whole cent, and with $0.005 rounded upward to the nearest whole cent (unless such Company Option provides for different treatment of fractions of a cent in such circumstances)). (b) Ordinary Share As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for every two hundred Parent Options in the Parent. (c) Any and fifty all outstanding Company Warrants (250as defined below) to purchase capital stock of the Company that remain unexercised shall terminate as of the Effective Date and the Parent shall issue new warrants (the “Parent Warrants”) in substitution for the Warrants, on substantially the same terms and conditions of the Warrants, but representing the right to acquire such number of shares of Li3 Parent Common Stock underlying each or Parent Series A Preferred Stock, as the case may be, as is equal to the number of shares of Company Common Stock or Company Series A Preferred Stock, as the case may be, subject to the unexercised portion of the Warrant multiplied by the Common Conversion Ratio (with any fraction resulting from such Li3 Optionmultiplication to be rounded to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number (unless such Company Warrant provides for different treatment of fractions of a share in such circumstances)). Each Converted Option shall have an The exercise price per share of each Parent Warrant shall be equal to the exercise price per share of Li3 the Warrant prior to substitution divided by the Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be Conversion Ratio (rounded up to the nearest whole number. (b) At the Effective Timecent, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall be converted, at the Effective Time, into a right to acquire Ordinary Shares (a “Converted Warrant”), on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Warrant or other related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Li3 Common Stock underlying each such Li3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be with $0.005 rounded up upward to the nearest whole numbercent (unless such Company Warrant provides for different treatment of fractions of a cent in such circumstances)). (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of (i) the Parent Options to be issued for the Options and (ii) the Parent Warrants to be issued for the Warrants, in accordance with this Section 1.8.