Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) Immediately prior to the Effective Time, each unexercised stock option outstanding to purchase shares of Common Stock under the 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 an “Option”), whether or not vested or exercisable, shall be cancelled and each holder of any such Option (“Optionholder”) shall be entitled to receive in exchange therefor cash in an amount equal to the product of (x) the number of shares of Common Stock subject to the Option and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Option, 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 Effective 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 Optionholder who does not provide sufficient evidence to the Company 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) Prior to the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an outstanding unexercised warrant to purchase shares of Common Stock (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, 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 (x) the number of shares of Common Stock subject to the Warrant and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Warrant, 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 Effective 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 Warrantholder who does not consent to the cancellation 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) Immediately Except as otherwise agreed by Parent and the Company prior to the Effective Time, each unexercised stock option outstanding immediately prior to the Effective Time, all options to purchase shares of Company Common Stock (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 1998 Stock Plan other than any stock options held by any holder to Parent and Merger Co concurrently with the execution and delivery of Class A Common Stock and any employee of this Agreement (the “Company identified on Schedule 2.7(a) (each an “OptionDisclosure Schedule”), whether or not vested or then exercisable, shall be cancelled by the Company and each shall no longer be outstanding thereafter. In consideration for such cancellation, the holder of any such Option (“Optionholder”) thereof shall thereupon be entitled to receive receive, as soon as reasonably practicable after the Effective Time (but in exchange therefor 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 the Option such Company Stock Option, whether or not then exercisable, and (y) the amount by which excess, if any, of the Option/Warrant Per Share Merger Consideration exceeds over the exercise price per share of Company Common Stock subject to such Company Stock Option, less any minus (ii) all applicable Withholdings. Such cash payment shall federal, state and local Taxes required to be made at withheld by the same time as Stockholders receive the Closing PaymentCompany. The Company shall agrees to take such any and all actions as are necessary and appropriate (including any action reasonably requested by Parent) to cancel each Option each effective effectuate immediately prior to the Effective Time. The Time the cancellation of all 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 Stock Options. Any Optionholder who does not provide sufficient evidence to the Company 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) Prior to the Effective Time, the Company shall take all actions necessary to ensure that, at the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an warrant then outstanding unexercised warrant to purchase shares of Company Common Stock (each a the “WarrantCompany Warrants”), whether or not vested or then exercisable, will shall be provided cancelled by the opportunity Company in consideration for which the holder thereof shall thereupon be entitled to have his, her or its Warrant cancelled immediately prior to receive as soon as reasonably practicable after the Effective Time, and, if a cash payment from the Company in respect of 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 (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to the Warrant such Company Warrant, whether or not then exercisable, and (y) the amount by which excess, if any, of the Option/Warrant Per Share Merger Consideration exceeds over the exercise price per share of Company Common Stock subject to such Company Warrant, less any minus (ii) all applicable Withholdings. Such cash payment shall federal, state and local Taxes required to be made at withheld by the same time as Stockholders receive the Closing PaymentCompany. The Company shall take such any and all actions as are necessary and appropriate reasonably requested by Parent to ask each Warrantholder if effectuate the Warrantholder is willing to cancel his, her or its Warrant, effective immediately prior to cancellation of all Company Warrants at the Effective 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 Warrantholder who does not consent to the cancellation 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. All options, warrants, or other rights to purchase shares of Company Capital Stock (aeach, a “Company Option”) Immediately which are outstanding immediately prior to the Effective TimeTime shall not be assumed by Parent, each unexercised stock option outstanding First Surviving Corporation or Surviving Corporation and shall therefore become, pursuant to purchase shares of Common Stock under the Company 1998 Stock Plan other than any stock options held by any holder of Class A Common Stock their respective terms, fully vested and any employee of the Company identified on Schedule 2.7(a) (each an “Option”), whether or not vested or exercisable, shall be cancelled and each holder of any such Option (“Optionholder”) shall be entitled to receive in exchange therefor cash in an amount equal to the product of (x) the number of shares of Common Stock subject to the Option and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Option, 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 exercisable prior to the Effective Time. The Holders of Company Options 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 Optionholder who does not provide sufficient evidence to the Company 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) Prior to the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an outstanding unexercised warrant to purchase shares of Common Stock (each a “Warrant”), whether or not vested or exercisable, will be provided given the opportunity to have his, her or its Warrant cancelled immediately prior to the Effective 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 (x) the number of shares of Common Stock subject to the Warrant and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Warrant, less any applicable Withholdings. Such cash payment shall be made at the same time as Stockholders receive the Closing Payment. The their 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, Options effective immediately prior to the Effective Time. The All Company shall use its reasonable efforts to obtain from each Warrantholder such documents Options that remain unexercised and outstanding as the Company determines appropriate to evidence the surrender of such Warrants. Any Warrantholder who does not consent to the cancellation 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 shall be terminated and canceled as of the Effective Time and converted into, and represent only, the right to 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 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 deducted from the aggregate Closing Date Cash Per Share Consideration payable with respect to each Company Option, an amount equal to (A) the common stock 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, no holder of Company Options, or any participant in or beneficiary of any of the Company Benefit Plans, shall have any right to acquire or receive any equity securities or other interests in the First Surviving Corporation, Parent, Surviving Corporation without or their respective Subsidiaries, or 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 Warrantsother consideration.

Options and Warrants. (a) Immediately Except as otherwise agreed by Parent and the Company prior to the Effective Time, each unexercised stock option outstanding immediately prior to the Effective Time, all options to purchase shares of Company Common Stock (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 1998 Stock Plan other than any stock options held by any holder to Parent and Merger Co concurrently with the execution and delivery of Class A Common Stock and any employee of this Agreement (the "Company identified on Schedule 2.7(a) (each an “Option”Disclosure Schedule"), whether or not vested or then exercisable, shall be cancelled by the Company and each shall no longer be outstanding thereafter. In consideration for such cancellation, the holder of any such Option (“Optionholder”) thereof shall thereupon be entitled to receive receive, as soon as reasonably practicable after the Effective Time (but in exchange therefor 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 the Option such Company Stock Option, whether or not then exercisable, and (y) the amount by which excess, if any, of the Option/Warrant Per Share Merger Consideration exceeds over the exercise price per share of Company Common Stock subject to such Company Stock Option, less any minus (ii) all applicable Withholdings. Such cash payment shall federal, state and local Taxes required to be made at withheld by the same time as Stockholders receive the Closing PaymentCompany. The Company shall agrees to take such any and all actions as are necessary and appropriate (including any action reasonably requested by Parent) to cancel each Option each effective effectuate immediately prior to the Effective Time. The Time the cancellation of all 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 Stock Options. Any Optionholder who does not provide sufficient evidence to the Company 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) Prior to the Effective Time, the Company shall take all actions necessary to ensure that, at the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an warrant then outstanding unexercised warrant to purchase shares of Company Common Stock (each a “Warrant”the "Company Warrants"), whether or not vested or then exercisable, will shall be provided cancelled by the opportunity Company in consideration for which the holder thereof shall thereupon be entitled to have his, her or its Warrant cancelled immediately prior to receive as soon as reasonably practicable after the Effective Time, and, if a cash payment from the Company in respect of 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 (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to the Warrant such Company Warrant, whether or not then exercisable, and (y) the amount by which excess, if any, of the Option/Warrant Per Share Merger Consideration exceeds over the exercise price per share of Company Common Stock subject to such Company Warrant, less any minus (ii) all applicable Withholdings. Such cash payment shall federal, state and local Taxes required to be made at withheld by the same time as Stockholders receive the Closing PaymentCompany. The Company shall take such any and all actions as are necessary and appropriate reasonably requested by Parent to ask each Warrantholder if effectuate the Warrantholder is willing to cancel his, her or its Warrant, effective immediately prior to cancellation of all Company Warrants at the Effective 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 Warrantholder who does not consent to the cancellation 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. If NHL issues any rights, options or warrants to holders of outstanding shares of NHL Common Stock (a) Immediately prior other than pursuant to the Effective TimeMerger Agreement, each unexercised the Warrant Agreement or stock option outstanding plans or similar plans approved by the Board of Directors of NHL), without payment of additional consideration by such holders, entitling them to subscribe for or purchase shares of NHL Common Stock under at a price per share that is lower than the Company 1998 Stock Plan other than any stock options held by any holder of Class A Common Stock and any employee Market Price (calculated as of the Company identified on Schedule 2.7(aapplicable date of determination) (per share of NHL Common Stock, the number of Warrant Shares thereafter purchasable upon the exercise of each an “Option”)Warrant will be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, whether or not vested or exercisable, shall the numerator of which will be cancelled and each holder of any such Option (“Optionholder”) shall be entitled to receive in exchange therefor cash in an amount equal to the product of (x) the number of shares of NHL Common Stock subject to outstanding on the Option and (y) record date for the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share issuance of such Optionrights, less any applicable Withholdings. Such cash payment shall be made at options or warrants plus 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 Effective 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 number of such Options. Any Optionholder who does not provide sufficient evidence to the Company additional shares 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 NHL Common Stock offered for subscription or purchase and any employee the denominator of the Company identified on Schedule 2.7(a) shall remain outstanding according to their terms on and after the Effective Time. (b) Prior to the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an outstanding unexercised warrant to purchase shares of Common Stock (each a “Warrant”), whether or not vested or exercisable, which will be provided the opportunity to have his, her or its Warrant cancelled immediately prior to the Effective 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 (x) the number of shares of NHL Common Stock subject to outstanding on the Warrant and (y) record date for the amount by issuance of such rights, options or warrants plus the number of shares which the Option/Warrant Per Share Consideration exceeds aggregate offering price of the exercise price total number of shares of NHL Common Stock so offered would purchase at the Market Price per share of such NHL Common Stock on the record date with respect thereto. Certain Distributions. If NHL distributes to all holders of shares of NHL Common Stock evidences of its indebtedness or assets, rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of NHL Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant will be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant, by a fraction, the numerator of which will be the then current Market Price per share of NHL Common Stock on the date of such distribution and the denominator of which will be the then current Market Price per share of NHL Common Stock on the date of such distribution less the then fair value of the portion of the evidences of indebtedness or assets so distributed or of such subscription rights, options or warrants or convertible or exchangeable securities applicable to one share of NHL Common Stock. Capital Reorganizations and Stock Reclassifications. In the event of any applicable Withholdings. Such cash payment shall capital reorganization or any reclassification of NHL Common Stock except as otherwise provided in the Warrant Agreement, any Holder of Warrants, upon exercise thereof, will be made entitled to receive, in lieu of the NHL Common Stock to which such Holder would have become entitled upon exercise immediately prior to such reorganization or reclassification, the shares or other securities or property of NHL that such Holder would have been entitled to receive at the same time as Stockholders receive the Closing Payment. The Company shall take aggregate exercise price upon such actions as are necessary and appropriate to ask each Warrantholder reorganization or reclassification if the Warrantholder is willing to cancel his, her or its Warrant, effective such Holder's Warrants had been exercised immediately prior to the Effective 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 Warrantholder who does not consent to the cancellation 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 Warrantsthereto.

Options and Warrants. (a) Immediately prior to the Effective Time, each unexercised stock option outstanding to purchase shares Each Company Option will become fully vested and exercisable as of Common Stock under the 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 an “Option”), whether or not vested or exercisable, shall be cancelled and each holder of any such Option (“Optionholder”) shall be entitled to receive in exchange therefor cash in an amount equal to the product of (x) the number of shares of Common Stock subject to the Option and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Option, 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 Effective 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 Optionholder who does not provide sufficient evidence to the Company 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) Each Company Option and each Company Warrant shall at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, in respect of each share of Company Capital Stock then subject to such Company Option or Company Warrant (as applicable): an amount in cash equal to: (i) the Per Common Share Consideration; less (ii) the exercise price per share of Company Capital Stock subject to such Company Option or Company Warrant (as applicable). If the exercise price payable in respect of a share of Company Capital Stock subject to any Company Option or Company Warrant (as applicable) exceeds the Per Common Share Consideration, the amount payable hereunder shall be zero for such Company Option or Company Warrant (as applicable). Company Options and Company Warrants to purchase Company Capital Stock that are not In-the-Money Options and Warrants shall be cancelled, terminated and extinguished as of the Effective Time in a manner that does not violate applicable law. (c) At Closing, Purchaser shall pay to Company, for payment through the Company’s payroll system on the first Business Day after the Effective Time to the holders of In-the-Money Options in accordance with Section 3.3(b) (subject to such holder delivering an option cancellation and release agreement in a form reasonably satisfactory to Purchaser, duly executed by such holder), the Aggregate Options Payout Amount, subject to the Indemnification Holdback and Working Capital Holdback in accordance with Section 1.4(a), the deposit of the funds for the Stockholder Representative as set forth in Section 1.5, and all applicable payroll or withholding Taxes. (d) At Closing, Purchaser shall pay to the Paying Agent, for payment on the first Business Day after the Effective Time to the holders of In-the-Money Warrants in accordance with Section 3.3(b) (subject to such holder delivering a warrant cancellation and release agreement in a form reasonably satisfactory to Purchaser, duly executed by such holder), the Aggregate Warrants Payout Amount, subject to the Indemnification Holdback and Working Capital Holdback in accordance with Section 1.4(a), the deposit of the funds for the Stockholder Representative as set forth in Section 1.5, and all applicable withholding Taxes. (e) Any installment payments received by a holder of a Company Option under this Section 3.3 are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder. Each holder of an outstanding Company Option or Company Warrant cancelled as provided in this Section 3.3 shall cease to have any rights with respect thereto, except the right to receive the consideration specified in this Section 3.3 without interest. (f) Prior to the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an outstanding unexercised warrant to purchase shares of Common Stock (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, 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 (x) the number of shares of Common Stock subject to the Warrant and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Warrant, 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 all necessary and appropriate action, including amending the applicable Employee Benefit Plan and/or obtaining any necessary consents, to ask each Warrantholder if effect the Warrantholder is willing to cancel his, her or its Warrant, effective immediately prior to the Effective 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 Warrantholder who does not consent to the cancellation 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 provisions of this Section 2.7(b). Each Principal Stockholder who holds any Warrants hereby agrees to the cancellation of his, her or its Warrants3.3.

Options and Warrants. (a) Immediately prior In the event that the Company shall at any time issue rights, options or warrants to the Effective Time, each unexercised stock option outstanding all holders of its Common Stock generally entitling them to subscribe for or purchase shares of Common Stock under the Company 1998 Stock Plan other than or any stock options held by any holder security convertible into or exchangeable for shares of Class A Common Stock and any employee (such rights, options or warrants not being available on an equivalent basis to the Holder of the Company identified Warrant upon exercise) at a price per share less than the Current Market Price of the Common Stock on Schedule 2.7(a) (each an “Option”), whether or not vested or exercisable, shall be cancelled and each holder the date fixed for determination of any such Option (“Optionholder”) shall be stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (a) the Exercise Price in exchange therefor cash in an amount equal to effect at the product close of business on the date fixed for such determination shall be reduced by multiplying such Exercise Price by a fraction of which (xi) the numerator shall be the number of shares of Common Stock subject to the Option and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Option, less any applicable Withholdings. Such cash payment shall be made outstanding at the same time as Stockholders receive close of business on the Closing Payment. The Company shall take date fixed for such actions as are necessary and appropriate to cancel each Option each effective immediately prior to the Effective 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 Optionholder who does not provide sufficient evidence to the Company 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) Prior to the Effective Time, each holder of a Warrant (“Warrantholder”) who holds an outstanding unexercised warrant to purchase shares of Common Stock (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, 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 (x) determination plus the number of shares of Common Stock subject that the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and (ii) the denominator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase (or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), such reduction to become effective at the close of business on the date fixed for such determination, and (b) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for consideration different from that utilized in the computation of any adjustment or adjustments on account of the issuance of such rights, options or warrants, the Exercise Price with respect to any portion of the Warrant not theretofore exercised shall be readjusted such that the Exercise Price would be the same as would have resulted had such adjustment been made without regard to the Warrant and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share issuance of such Warrantexpired or terminated rights, less options or warrants or based upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any applicable Withholdings. Such cash payment expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall be made at not cause the same time as Stockholders receive Exercise Price to exceed 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 Exercise Price in effect immediately prior to the Effective Timetime such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this Section 3.3 that may have been made since the date of the issuance of such rights, options or warrants). The Company shall use its reasonable efforts For the purposes of this Section 3.3, the issuance of any options, rights or warrants or any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to obtain from each Warrantholder such documents as any employee (including consultants and directors) benefit or stock option or purchase plan or program of the Company determines appropriate to evidence the surrender of such Warrants. Any Warrantholder who does not consent to the cancellation 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 deemed to receive the cash payment described in the first sentence constitute an issuance of Common Stock or options, rights or warrants to which this Section 2.7(b). Each Principal Stockholder who holds any Warrants hereby agrees to the cancellation of his, her or its Warrants.3.3

Options and Warrants. (a) Immediately At the Effective Time, each Company Option that is outstanding and 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 stock option agreement by which such Company Option is 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). 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 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 Company Option shall otherwise remain unchanged; provided, however, that: (A) the determination in the Allocation Certificate of the number of shares of Parent Common Stock 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 as 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 Company Option so assumed by Parent is a nonqualified stock option (that is, an option that is not intended to qualify as an incentive stock option as defined in Section 422 of the Code), and, further, the assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements 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 Company Warrant that is outstanding and unexercised as of immediately prior to the Effective Time, each unexercised stock option outstanding if any, shall be converted into and become a warrant to purchase shares of Common Stock under the Company 1998 Stock Plan other than any stock options held by any holder of Class A Parent Common Stock and any employee 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 the Company identified on Schedule 2.7(a) Parent Common Stock; (each an “Option”), whether or not vested or exercisable, shall be cancelled and each holder of any such Option (“Optionholder”) shall be entitled to receive in exchange therefor cash in an amount equal to the product of (xii) the number of shares of Parent Common Stock subject to each Company Warrant assumed by Parent shall be determined in accordance with the Option 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 (yiv) 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, however, that: (A) the amount determination in the Allocation Certificate of the number of shares of Parent Common Stock subject to each Company Warrant assumed by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Option, less any applicable Withholdings. Such cash payment Parent shall be made at based on the same time ratio 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 Effective 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 Optionholder who does not provide sufficient evidence 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 surrender per share exercise price for the Parent Common Stock issuable upon exercise of his or her Option each Company Warrant assumed by Parent shall have such Option terminated effective as of be adjusted equitably to reflect 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 ratio described in the first sentence of this Section 2.7(aclause (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. (bd) Prior to the Effective Time, the Company shall take all actions that may be necessary (under the Company Incentive Plan, the Company Warrants and otherwise) to 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. (e) Immediately prior to the NYSE Reverse Split, each holder Out of a Warrant (“Warrantholder”) who holds an the Money Parent Option that is outstanding and unexercised warrant to purchase shares as of Common Stock (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, andNYSE Reverse Split, if such Warrantholder provides written consent to the cancellation of hisany, her or its Warrant, the Warrantholder will be entitled to receive in exchange therefor cash in an amount equal to the product of (x) the number of shares of Common Stock subject to the Warrant and (y) the amount by which the Option/Warrant Per Share Consideration exceeds the exercise price per share of such Warrant, less any applicable Withholdings. Such cash payment shall be made 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 Money Parent Option that each such Out of the Money Parent Option shall become exercisable 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 least ten days prior to the Effective Time. The Company NYSE Reverse Split and 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 Warrantholder who does not consent to the cancellation 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 thereafter 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 Warrantscanceled.