Common use of Stock Options and Warrants Clause in Contracts

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. As of the date hereof: (ai) At the Effective Time, Parent and Target shall take all such action as may be necessary 11,741,300 shares of Occam Common Stock are subject to cause each issuance pursuant to outstanding and unexpired and unexercised option options to purchase Target Occam Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Occam Stock Option Plan and 29,500 shares of Occam Stock are subject to issuance pursuant to outstanding options to purchase Occam Common Stock not under the Occam Stock Option Plan (each an "Occam Option") and (ii) 188,235 shares of Occam Series B Preferred Stock are reserved for issuance under warrants to purchase Series B Preferred Stock (the "Occam Preferred Warrants"). All shares of Occam Common Stock and Series B Preferred Stock subject to issuance as at the Effective Time and from and after the Effective Timeaforesaid, and the Parent will comply with all of upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Schedule 2.2(b) of the Substituted Options, including Occam Schedules sets forth the obligation following information with respect to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes each Occam Option outstanding as of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of this Agreement: (i) the current expiry date of particular plan (if any) pursuant to which such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or Occam Option was granted; (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms name of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a optionee; (iii) the number of Parent shares of Occam Common Shares equal Stock subject to the product of such Occam Option; (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iiv) the exercise price of such Occam Option; (v) the Target Warrants in effect immediately prior date on which such Occam Option was granted; and (vi) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all stock option plans pursuant to which Occam has ever granted stock options, and the Effective Time, divided by forms of all stock option agreements evidencing such options. Schedule 2.2(b) of the Occam Schedules also sets forth the following information with respect to each Occam Preferred Warrant outstanding as of the date of this Agreement: (i) the name of the holder of such Preferred Warrant; (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms number of the Target Warrants and Target Warrant Indentures, contain appropriate provision shares of Series B Preferred Stock subject to such that the provisions of each Target Warrant Occam Preferred Warrant; (including the exercise period and iii) the exercise price of such Occam Preferred Warrant; (iv) the date on which such Occam Preferred Warrant was issued; and provision for adjustment (v) the applicable vesting schedule. Occam has delivered or made available to ANI accurate and complete copies of all warrant agreements evidencing the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofOccam Preferred Warrants.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted RTI Option under Target’s 2005 Nonqualified Stock the RTI Option Plan, as amended whether vested or unvested, shall be assumed by Mpath and deemed to constitute an option (collectively, the “Target Stock Option Plan”an "Mpath Option") to be automatically converted at acquire the same number of shares of Mpath Common Stock as the holder of such RTI Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of RTI Common Stock otherwise purchasable pursuant to such RTI Option divided by (ii) the number of full shares of Mpath Common Stock deemed purchasable pursuant to such Mpath Option in accordance with the foregoing; provided, however, that, in the -------- ------- case of any RTI Option to which Section 422 of the Code applies ("incentive stock options"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. Such Substituted In connection with the assumption by Mpath of the RTI Options pursuant to this Section 6.5(a), RTI shall be deemed to have assigned to Mpath, effective at the Effective Time, RTI's right to repurchase unvested shares of RTI Common Stock issuable upon the exercise of the RTI Options or previously issued upon the exercise of options granted under the RTI Option Plan, in accordance with the terms of the RTI Option Plan and the related stock option agreements and stock purchase agreements entered into under the RTI Option Plan. With respect to provisions regarding a change of control, all RTI Options assumed by Mpath shall otherwise be subject to the same restrictions and shall be treated no less favorably than options granted under Mpath's 1999 Stock Incentive Plan. (b) As soon as practicable after the Effective Time, Mpath shall deliver to the participants in the RTI Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the RTI Option Plan shall continue in effect on the same terms and conditions, including conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger and except that the vesting schedule for any RTI Options will be amended to provide that one third of all RTI Options shall have vested as of the Closing Date and expiry date, as that the Target Stock Option remaining two thirds of each optionholder's RTI Options will vest equally in respect two annual installments on the first and second anniversary of which it is issuedthe Closing Date. Parent will assume all obligations under Mpath shall comply with the Target Stock terms of the RTI Option Plan and the parties intend that, to the extent required by, and subject to the provisions of, such RTI Option Plan and Sections 422 and 424(a) of the Code, that RTI Options which qualified as at incentive stock options prior the Effective Time and from and continue to qualify as incentive stock options after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option this provision shall be deemed to be the date on which the corresponding Target Stock Option was grantedinterpreted consistent with that intent. Prior At or prior to the Effective Time, Target Mpath shall make take all corporate action necessary amendments under the Target to reserve for issuance sufficient shares of Mpath Common Stock Option Plan to provide that no further awards for delivery upon exercise of RTI Options assumed by it in accordance with this Section 6.5. Mpath shall be made thereunder file a registration statement on Form S-8 (or any successor or other appropriate forms) on or promptly following the Closing. At and after one year anniversary of the Effective TimeClosing Date, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target shares of Mpath Common Stock Options as so amended. Substitution subject to such options and shall use its reasonable efforts to maintain the effectiveness of such registrations statements and maintain the current status of the Target Stock Options prospectus or prospectuses contained therein for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated long as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Dateoptions remain outstanding. (c) In respect Mpath shall take all corporate action necessary to reserve for issuance a sufficient number of each Substituted Option, and the Parent shares of Mpath Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and Stock for delivery upon exercise of RTI Options assumed in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstandingaccordance with this Section 6.5. (d) Each RTI Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, RTI Warrants shall, by virtue of the Merger and in accordance with without any further action on the part of RTI or the holder of any of RTI Warrants (unless further action may be required by the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target any of RTI Warrants”), Target Warrants be assumed by Mpath pursuant to such documentation as is reasonably acceptable to RTI and each RTI Warrant assumed by Mpath shall become be exercisable into Parent stock in accordance with their terms. Parent acknowledges upon the same terms and shall assume the obligations conditions as under the Target Warrants and under applicable warrant agreements with respect to such RTI Warrants, except that (A) each warrant indenture governing the Target Warrants (the “Target such RTI Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of Mpath Common Shares equal Stock (rounded down to the product of (xnearest whole share) into which the aggregate number of Target shares of RTI Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to the Effective Time multiplied by RTI Warrant would be converted under Section 2.1(c), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of Mpath Common Stock shall be an amount equal to the Target Warrants exercise price per share of RTI Common Stock subject to such RTI Warrant in effect immediately prior to the Effective Time, Time divided by the applicable Exchange Ratio (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to RTI in the warrant agreements underlying RTI Warrants shall comply be deemed to refer to Mpath. Mpath further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of RTI Warrants or if otherwise appropriate under the terms of RTI Warrants, it will execute a supplemental agreement with all the holders of RTI Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Mpath shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Mpath Common Stock that will become subject to warrants to purchase Mpath Common Stock ("Mpath Warrants") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Mpath Warrants in accordance with the terms thereof, make available for issuance all shares of Mpath Common Stock covered thereby and conditions set forth in (iii) as promptly as practicable following the Effective Time, issue to each such Assumed Warrant, including holder of an outstanding RTI Warrant a document evidencing the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofforegoing assumption by Mpath.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option or immediately prior to the Effective Time multiplied by Time, each outstanding stock option (ycollectively, "EMPLOYEE STOCK OPTIONS") the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations purchase Shares granted under the Target Company's 1994 Employee Stock Option Plan (the "EMPLOYEE OPTION PLAN"), each outstanding stock option (collectively, "DIRECTOR STOCK OPTIONS") to purchase Shares granted under the Company's Directors' Stock Option Plan (the "DIRECTORS OPTION PLAN") and each other stock option to purchase Shares (collectively, "OTHER OPTIONS" and, together with Employee Stock Options and Director Stock Options, "OPTIONS") shall be canceled by virtue of the Merger, without consideration except as at provided in this Section 2.05(a), and shall cease to exist. Each holder of any such Option, whether or not then vested or exercisable, shall be paid by the Company promptly after the Effective Time and from and after the Effective Timefor each such Option an amount, and the Parent will comply with all of the terms and conditions of the Substituted Optionssubject to applicable withholding, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held determined by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of multiplying (i) the current expiry date of such Target Stock Options (exclusive excess, if any, of the operation of Merger Consideration per Share over the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the applicable exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants such Option as in effect immediately prior to the Effective Time, divided Time by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with number of Shares such holder could have purchased (assuming full vesting of all Options) had such holder exercised such Option in full immediately prior to the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant Effective Time. (including the exercise period and the exercise price and provision for adjustment of the exercise pricea) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent each outstanding warrant (collectively, "WARRANTS") to purchase Shares shall comply with be canceled by virtue of the consummation of the Merger, without consideration except as provided in this Section 2.05(b), and shall cease to exist. At the Effective Time, each Warrant shall be converted into the right to receive from the Company an amount, subject to applicable withholding, determined by multiplying (i) the excess, if any, of the Merger Consideration per Share over the applicable exercise price of such Warrant as in effect immediately prior to the Effective Time by (ii) the number of Shares such holder could have purchased had such holder exercised such Warrant in full immediately prior to the Effective Time. (b) The consideration due under this Section 2.05 (whether payable upon consummation of the Offer or upon consummation of the Merger) shall be payable without interest promptly after (a) verification by the Exchange Agent of the ownership and terms of the particular Option or Warrant by reference to the Company's records, and (b) delivery of a written instrument duly executed by the owner of the applicable Option or Warrant, in a form provided by the Exchange Agent to the Company prior to the consummation of the Offer and setting forth (i) the aggregate number of Options or Warrants owned by that Person and their respective issue dates and exercise prices, (ii) a representation by the Person that he or she is the owner of all Options or Warrants described pursuant to clause (i) and that none of those Options or Warrants has expired or ceased to be exercisable (or would have expired or ceased to be exercisable, assuming such Options or Warrants had fully vested), and (iii) a confirmation of, and consent to, the cancellation of all of the Options or Warrants described pursuant to clause (i). (c) Prior to the Effective Time, the Company shall use its best efforts to (i) obtain any required consents from holders of Options and Warrants and (ii) make any amendments to the terms of the Employee Option Plan or Directors Option Plan or any agreement or certificate evidencing Other Options or Warrants that are necessary to give effect to the transactions contemplated by Section 2.05(a) and conditions set forth 2.05(b). Notwithstanding any other provision of this Section, payment may be withheld in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofrespect of any Option or Warrant until necessary consents are obtained.

Stock Options and Warrants. WPZ shall cause each (i) outstanding option, warrant, stock appreciation right, phantom stock award or performance award or similar right to acquire shares (collectively, the "Employee Options") under WPZ's 1997 Stock Awards Plan (the "1997 Plan") and 1997 NonQualified Stock Option Plan For Non-Employee Directors (the "Directors Plan") and the option agreements between WPZ and certain of its officers, directors, employees and consultants thereunder (collectively, the "Stock Option Plans"), and (ii) any other option (including, without limitation, the options referred to on Exhibit 6.2), warrant (including without limitation, the warrants listed on Exhibit 6.2) or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of WPZ Common Stock (collectively, the "Other Options" and, together with the Employee Options, the "Options") to be (a) At exercised prior to the Effective Time, Parent and Target shall take all such or (b) surrendered by the holder or canceled by action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Planof the Board of Directors of WPZ, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and at which time WPZ will pay to each holder of such canceled Option (whether or not such Option is then vested or exercisable), in settlement or cancellation thereof, an amount (subject to applicable withholding tax) in cash determined by multiplying (i) the Parent will comply with all excess, if any, of the terms Merger Consideration over the per Share exercise price of such Option, by (ii) the number of Shares such holder could have purchased if such holder had exercised such Option in full immediately prior to such time (without giving effect to any antidilutive changes in the number of such Shares arising from the Merger and conditions assuming any unvested Options have vested); it being understood that, although all Options that are Out of the Substituted Options, including the obligation Money Options will be deemed canceled and forfeited pursuant to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditionsthis Section 4.5, the date of grant of the Substituted Option shall holder(s) thereof will not be deemed entitled to be the date on which the corresponding Target Stock Option was grantedreceive any consideration therefor. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references WPZ shall obtain the consent, in form and substance satisfactory to Merger Subsidiary, of the Target Stock Option holders of the Options issued pursuant to the Directors Plan and related stock option agreements to Target shall be deemed to refer to Parent the cancellation of such Options as provided in this Section 4.5 and (ii) Parent the Committee shall assume all of Target’s obligations with respect take the actions and make the determinations necessary to cause each outstanding Option to terminate and be cancelled, in each case so as to give effect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur transactions described in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.this

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option granted by the Company to purchase Target shares of Company Common Shares Stock (each a “Target Stock "Company Option”") granted under Target’s 2005 Nonqualified pursuant to any stock option plan, program or arrangement of the Company, including, without limitation, the Company's 1996 Employee Stock Option Plan, Plan (as amended amended) and 1996 Stock Plan for Non-Employee Directors (collectively, the “Target "Company Option Plans"), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Company Option Plan”(hereinafter, "Assumed Option") subject to be automatically converted the terms of the applicable Company Option Plan and the agreement evidencing the grant thereunder of such Assumed Option (other than the provisions thereof providing for termination of such Assumed Option at the Effective Time into options Time); provided, however, that (i) the “Substituted Options”) to purchase a number of shares of Parent Common Shares (rounded down to the nearest whole number Stock purchasable upon exercise of Parent Common Shares) such Assumed Option shall be equal to the product of (x) the aggregate number of Target shares of Company Common Shares Stock that were purchasable pursuant to under such Target Stock Company Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price Ratio, and rounded up to the nearest whole centshare, (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio, and rounding to the nearest whole cent and (iii) such Assumed Option shall not terminate if the holder ceases to be a director, officer, employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries), unless the applicable Company Option was issued after December 8, 2004, in which case such Assumed Option shall terminate (A) immediately upon the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries) terminating its employment or retention of such holder for "Cause" (as defined in the applicable Company Option Plan) or (B) otherwise, 60 days after the holder ceases to be a director, officer, employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). Such Substituted In the case of any Assumed Option shall otherwise be subject that is an "incentive stock option" (as defined in Section 422 of the Code), the exercise price, the number of shares of Parent Common Stock purchasable pursuant to the same terms such Assumed Option and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of exercise of such option shall be determined in order to comply, to the Substituted Optionsfullest extent possible, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant with Section 424(a) of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was grantedCode. Prior to the Effective Time, Target Parent shall make prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 (or other appropriate form) registering all necessary amendments under the Target shares of Parent Common Stock Option Plan subject to provide that no further awards the Assumed Options, and such registration statement shall be made thereunder following kept effective (and the Closing. At and after current status of the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target prospectus or prospectuses required thereby shall be deemed to refer to Parent and (iimaintained) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated long as the grant of new stock optionsany Assumed Option remains outstanding. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are If the Company Warrant is not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts exercised prior to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and Parent shall assume the Company Warrant in accordance with its terms at the Effective Time by executing a supplemental agreement with the holder of the Company Warrant in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Company Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Option under the Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended whether vested or unvested, shall be assumed by HearMe and deemed to constitute an option (collectively, the “Target Stock Option Plan”an "HEARME OPTION") to be automatically converted at acquire the same number of shares of HearMe Common Stock as the holder of such Target Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (Time, and the “Substituted Options”) to purchase a number of Parent Common Shares Cash Component been zero (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of HearMe Common Stock deemed purchasable pursuant to such HearMe Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. Such Substituted In connection with the assumption by HearMe of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to HearMe, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan. The vesting schedule of the Target Options shall otherwise be subject not accelerate, and if necessary, Target shall amend the Target Option Plan to provide that such schedule will not accelerate, as a result of the Merger, PROVIDED, HOWEVER, that all options held by non-employee advisors shall vest in full at the Effective Time. (b) As soon as practicable after the Effective Time, HearMe shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions, including vesting conditions (subject to the adjustments required by this Section 6.5 and expiry date, as Section 2.1(e) hereof). HearMe shall comply with the terms of the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan and the parties intend that, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as at incentive stock options prior the Effective Time and from and continue to qualify as incentive stock options after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option this provision shall be deemed interpreted consistent with that intent. (c) HearMe shall take all corporate action necessary to be reserve for issuance a sufficient number of shares of HearMe Common Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. (d) Each Target Warrant, to the date on which extent outstanding at the corresponding Target Stock Option was grantedEffective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. Prior to At the Effective Time, Target Warrants shall, by virtue of the Merger and without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of any of Target Warrants), be assumed by HearMe pursuant to such documentation as is reasonably acceptable to Target and each Target Warrant assumed by HearMe shall make all necessary amendments be exercisable upon the same terms and conditions as under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option applicable warrant agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options Warrants, except that (exclusive of the operation of the early termination provisions of A) each such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of HearMe Common Shares equal Stock (rounded down to the product nearest whole share) into which the number of (x) the aggregate number shares of Target Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to Warrant would be converted under Section 2.1(c) (calculated as if the Effective Time multiplied by Cash Component were zero), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of HearMe Common Stock shall be an amount equal to the exercise price per share of Target Warrants Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time, Time divided by the applicable Exchange Ratio (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to Target in the warrant agreements underlying Target Warrants shall comply be deemed to refer to HearMe. HearMe further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with all the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. HearMe shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of HearMe Common Stock that will become subject to warrants to purchase HearMe Common Stock ("HEARME WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the HearMe Warrants in accordance with the terms thereof, make available for issuance all shares of HearMe Common Stock covered thereby and conditions set forth in (iii) as promptly as practicable following the Effective Time, issue to each such Assumed Warrant, including holder of an outstanding Target Warrant a document evidencing the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofforegoing assumption by HearMe.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant outstanding stock option granted by OmniCorder to purchase Target shares of common stock, par value $.01 per share, of OmniCorder (the "OmniCorder Common Shares issued by Target that are issued and Stock"), whether vested or unvested (an "OmniCorder Stock Option"), shall be adjusted as appropriate to provide that, at the Closing, each OmniCorder Stock Option outstanding immediately prior to the Effective Time (collectivelyClosing shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such OmniCorder Stock Option, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume same number of shares of Promos Common Stock as the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise holder of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate OmniCorder Stock Option would have been entitled to each receive had such holder of Target Warrants confirming exercised such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable OmniCorder Stock Option in respect of such Target Warrants full immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise Closing, at a price per share of the Assumed Warrants will Promos Common Stock equal to (i) the aggregate exercise price for the shares of the Target Warrants in effect immediately prior OmniCorder Common Stock otherwise purchasable pursuant to the Effective Timesuch OmniCorder Stock Option, divided by (ii) the Exchange Ratio. Each Assumed Warrant shallaggregate number of shares of Promos Common Stock deemed purchasable pursuant to such OmniCorder Stock Option; provided, consistent with however, that, after aggregating all the terms shares of a holder subject to OmniCorder Stock Options, any fractional share of Promos Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share; and provided, further, that in the case of any stock option to which Section 421 of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions Code applies by reason of each Target Warrant (including the exercise period and the exercise price and provision for adjustment its qualification as a qualified stock option under any of Sections 422 through 424 of the exercise Code, the option price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation , the number of shares purchasable pursuant to such Target Warrant. From option, and after the Effective Time, Parent shall comply with all of the terms and conditions set of exercise of such option shall be determined in order to comply with Section 424 of the Code. As of the date hereof, there are outstanding OmniCorder Stock Options to purchase 1,217,860 shares of OmniCorder Common Stock, which would be exercisable into 2,501,095 shares of Promos Common Stock pursuant to this Section 6.02(a). (b) At the Closing, the terms of each outstanding warrant issued by OmniCorder to purchase shares of OmniCorder Common Stock, whether vested or unvested (an "OmniCorder Warrant"), shall be adjusted as appropriate to provide that, at the Closing, each OmniCorder Warrant outstanding immediately prior to the Closing shall be deemed to constitute and shall become a warrant to acquire, on the same terms and conditions as the existing OmniCorder Warrants, the same number of shares of Promos Common Stock as the holder of such OmniCorder Warrant would have been entitled to receive had such holder exercised such OmniCorder Warrant in full immediately prior to the Closing. As of the date hereof, there are outstanding OmniCorder Warrants to purchase 600,000 shares of OmniCorder Common Stock, which would be exercisable into 1,232,208 shares of Promos Common Stock pursuant to this Section 6.02(b). (c) As soon as practicable after the Closing, Promos shall deliver to the holders of (i) OmniCorder Stock Options, appropriate notices setting forth such holders' rights pursuant to this Agreement and the agreements evidencing the grants of such OmniCorder Stock Options and that such OmniCorder Stock Options and agreements shall be assumed by Promos and shall continue in each effect on the same terms and conditions (subject to the adjustments required by this Section 6.02); and (ii) OmniCorder Warrants, new warrant agreements and/or warrant certificates evidencing such Assumed Warrant, including holders' rights to purchase shares of Promos Common Stock (the obligation to issue "Promos Warrants") upon the Parent Common Shares contemplated thereby upon exercise thereofof such Promos Warrants.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Option under the Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as amended (collectivelywere applicable under the Target Option, the “same number of shares of Acquiror Common Stock as the holder of such Target Stock Option Plan”) would have been entitled to be automatically converted at receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. Such Substituted In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock issuable upon the exercise of the Target Options or previously issued upon the exercise of options granted under the Target Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as practicable after the Effective Time, Acquiror shall otherwise be subject deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions, including vesting and expiry date, as conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan and the parties intend that, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as at incentive stock options prior the Effective Time and from and continue to qualify as incentive stock options after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option this provision shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide interpreted consistent with that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Dateintent. (c) In respect Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of each Substituted Option, and the Parent shares of Acquiror Common Shares underlying such Substituted Option, Parent shall, as Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. As soon as practicable after the Effective Time and in any event no event later than 30 days from after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate registration statement forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such options and shall use reasonable its best efforts to keep maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted Options such options remain outstanding. (d) Each Target Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and in accordance with without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “any of Target Warrants”), be assumed by Acquiror pursuant to such documentation as is reasonably acceptable to Target Warrants and each Target Warrant assumed by Acquiror shall become be exercisable into Parent stock in accordance with their terms. Parent acknowledges upon the same terms and shall assume the obligations conditions as under the applicable warrant agreements with respect to such Target Warrants and under Warrants, except that (A) each warrant indenture governing the Target Warrants (the “such Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of Acquiror Common Shares equal Stock (rounded down to the product nearest whole share) into which the number of (x) the aggregate number shares of Target Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to the Effective Time multiplied by Warrant would be converted under Section 2.1(c), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Warrants Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time, Time divided by the applicable Exchange Ratio (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to Target in the warrant agreements underlying Target Warrants shall comply be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with all the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiro Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and conditions set forth in (iii) as promptly as practicable following the Effective Time, issue to each such Assumed Warrant, including holder of an outstanding Target Warrant a document evidencing the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofforegoing assumption by Acquiror.

Stock Options and Warrants. (a) At the Effective TimeDate, Parent all options and Target shall take all such action as may be necessary to cause each warrants (collectively the "Options") then outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Amrion's Non-Qualified Stock Option Plan, as amended (collectively, the “Target Plan and Non-Employee Director Stock Option Plan”Plan (collectively the "Option Plans") or pursuant to the underwriters' warrant granted to John G. Kinnard & Co., and affiliates or transferees there▇▇, ▇▇▇▇▇ ▇▇▇▇▇n outstanding following the Effective Date and such Options shall, by virtue of the Merger and without any further action on the part of Amrion or the holder of any such Option, be automatically converted assumed by WFM in accordance with their terms and conditions as in effect at the Effective Time into options Date (and the “Substituted Options”terms and conditions of the Option Plans and the option agreements associated with such Option Plans), except that (A) to purchase a each such Option shall be exercisable in accordance with its terms for that whole number of Parent shares of WFM Common Shares Stock (rounded down to the nearest whole share) into which the number of Parent shares of Amrion Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant Stock subject to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio Date would be converted under Section 2.1 at a an exercise price per Parent share of WFM Common Share Stock (rounded to the nearest cent) equal to the exercise price per Target share of Amrion Common Share specified in the Target Stock applicable to such Option divided by .87; (B) all actions to be taken thereunder by the Exchange Ratio Board of Directors of Amrion or a committee thereof shall be taken by the Board of Directors of WFM or a committee thereof; and (such price rounded up to the nearest whole cent)C) no payment shall be made for fractional interests. Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from From and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option this Agreement, except as provided in Section 5.1, no additional options shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments granted by Amrion under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsPlans. (b) Target Stock Options held by independent directors of Target (It is intended that the assumed Options, as defined by applicable Law), who are not officers or directors of Parent on Closingset forth herein, shall expire on not give to any holder thereof any benefits in addition to those which such holder had prior to the earlier of (i) the current expiry date of such Target Stock Options (exclusive assumption of the operation Option. WFM shall take all necessary corporate action necessary to reserve for issuance a sufficient number of shares of WFM Common Stock for delivery upon exercise of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as . As soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, WFM shall file a registration statement, or an amendment to an existing registration statement, under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 (or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (dsuccessor form) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior respect to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise shares of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.WFM 3

Stock Options and Warrants. (a) At As soon as practicable after the execution of this Agreement, the Company shall, pursuant to the Company's Amended and Restated 1994 Stock Option Plan (the "1994 Plan"), (i) notify each holder of an outstanding option issued pursuant to the 1994 Plan of the proposed Merger, (ii) provide for the accelerated vesting of each outstanding option so that each such option shall become fully exercisable, (iii) notify each such holder that each option shall, unless exercised by the holder in accordance with its terms, be canceled and terminate on the date which is fifteen (15) days from the date of such notice, and (iv) cause the 1994 Plan to be terminated. As soon as practicable after the execution of this Agreement, the Company shall use commercially reasonable best efforts to cause the exercise or termination of all other then outstanding employee and consultant stock options and all non-employee director stock options, including without limitation, the incentive stock options and non-qualified stock options issued pursuant to the Company's 1995 Non-employee Director's Stock Option Plan (the "1995 Plan") and all stock options granted pursuant to resolutions of the Company's Board of Directors outside of any option plan. Notwithstanding the foregoing, under no circumstances shall the Company be required to offer any incentives or other consideration for the termination of such options. (b) Subject to Section 1.8(a) of this Agreement, at the Effective Time, Parent each of the Company's then outstanding employee and Target shall take all such action as may be necessary to cause each consultant stock options and non-employee director stock options (collectively the "Company Options") which are outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Planhave not been terminated, exercised or otherwise converted as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at of the Effective Time shall cease to represent the right to acquire Company Common Shares, and shall, by virtue of the Merger and without any further action on the part of any holder thereof, be converted into options (and become the “Substituted Options”) right to purchase acquire a number of shares of Parent Common Shares Stock determined by multiplying the number of shares of Company Common Stock covered by such Company Option immediately prior to the Effective Time by the Exchange Ratio Fraction (rounded down to the nearest whole number of shares), at an exercise price per share of Parent Common Shares) Stock equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to exercise price in effect under such Target Stock Company Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio Fraction (such price rounded up to the nearest whole cent). Such Substituted Option , which option to purchase Parent Common Stock shall contain the same term, vesting schedule and otherwise be subject to on substantially the same terms and conditionsconditions as set forth in the assumed Company Option, including vesting and expiry dateexcept that any Company Option qualifying or intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended (the Target Stock Option in respect of which it is issued. Parent will assume all obligations "Code") shall not qualify as an "incentive stock option" under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all Section 422 of the terms and conditions of the Substituted Options, including the obligation Code (any such assumed Company Option being herein referred to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Lawan "Assumed Option"), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In The Company shall take all actions necessary or reasonably requested by Parent to ensure that following the Effective Time no holder of any Company Options or rights pursuant to, nor any participant in, the 1994 Plan, the 1995 Plan or any other plan, program or arrangement providing for the issuance or grant of any interest in respect of each Substituted Optionthe capital stock of the Company and any of its Subsidiaries will have any right thereunder to acquire equity securities, or any right to payment in respect of the equity securities, of the Company, any of its Subsidiaries or the Surviving Corporation, except as provided in subsection (b) above. (d) Parent shall take all corporate action necessary (i) to reserve for issuance, and (ii) to register under the Securities Act of 1933 (the "Securities Act") the issuance of, a sufficient number of shares of Parent Common Shares underlying such Substituted Option, Parent shall, as Stock for delivery upon exercise of the Assumed Options in accordance with this Section 1.8. (e) As soon as practicable after the Effective Time and in no event later than 30 days from execution of this Agreement, the Closing Date, file a Form S-8 or other appropriate registration statement and Company shall use commercially reasonable best efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. cause the exercise or termination of all then issued and outstanding warrants to acquire shares of Company Common Stock or securities convertible into Common Stock (d) collectively, the "Company Warrants"). At the Effective Time, each Company Warrant that is outstanding and has not been terminated, exercised or otherwise converted as of the Effective Time shall be assumed by Parent; PROVIDED that such Company Warrants shall by their express terms reflect, or shall be amended by the Company and the holder thereof to reflect, the different security and the number of shares of such security covered by such agreement based on the conversion of Company Common Shares into Parent Common Stock. All of the holders of such Company Warrants issued and outstanding as of the date of this Agreement are listed on Section 2.3(b) of the Company Disclosure Schedule attached hereto. The Company shall take all actions necessary or reasonably requested by Parent to ensure that following the Effective Time no holder of any Company Warrant will have any right thereunder to acquire equity securities of the Company or any of its Subsidiaries, or any right to payment in respect of the equity securities of the Company, any of its Subsidiaries or the Surviving Corporation, except as provided in this subsection (e). (f) As soon as practicable after the execution of this Agreement, the Company shall use its commercially reasonable best efforts to cause the holders of warrants or warrant certificates issued pursuant to that Unit Purchase Agreement dated March 28, 1997 (the "1997 Unit Purchase Agreement") to (i) surrender such warrants or warrant certificates (the "1997 Warrants") in exchange for an aggregate of 158,512 Company Common Shares and (ii) agree to terminate the 1997 Unit Purchase Agreement. (g) Parent shall take all corporate action necessary (i) to reserve for issuance, and (ii) to register under the Securities Act, a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Company Warrants in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofthis Section 1.8.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding option granted to employees or individual consultants of Target under the Target Option Plan ("Target Options"), whether vested or unvested, shall be assumed by Acquiror and unexpired deemed to constitute an option (an "Acquiror Option") to acquire, on the same terms and unexercised option to purchase conditions as were applicable under the Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “same number of shares of Acquiror Common Stock as the holder of such Target Stock Option Plan”) would have been entitled to be automatically converted at receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent). Such Substituted ) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option shall otherwise be subject divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to the same terms and conditions, including vesting and expiry date, as the Target Stock such Acquiror Option in respect accordance with the foregoing; provided, however, that, -------- ------- in the case of any Target Option to which it is issued. Parent will assume all obligations under Section 422 of the Target Stock Option Plan as at Code applies ("incentive stock options"), the Effective Time option price, the number of shares purchasable pursuant to such option and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation exercise of such option shall be determined in order to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant comply with Section 424(a) of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsCode. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time, Acquiror shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use reasonable commercial efforts to ensure, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as incentive stock options prior the Effective Time and continue to qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in no event later than 30 accordance with this Section. Within forty-five days from of the Closing Effective Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate registration statement forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such options and shall use reasonable best efforts to keep maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted Options such options remain outstanding. (d) Notwithstanding the provisions of paragraph (c), the Target Principal Shareholders agree that they may not, during the six months following the Effective Time, offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition") any of the Acquiror Shares covered by such Form S-8 registration statement (the "Acquiror S-8 Shares") except to the extent such Acquiror S-8 Shares are transferred as a gift or gifts, bequested or transferred to a family trust (provided that any such case the transferee agrees in writing to be bound by the terms hereof). The foregoing restriction is expressly agreed to preclude the Target Principal Shareholders from engaging in any hedging or other transaction with respect to such Acquiror S-8 Shares which is designed to or reasonably expected to lead to or result in a Disposition during such period. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to such Acquiror S-8 Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from such Acquiror S-8 Shares. Acquiror shall have the right to impose a legend on the certificates representing such Acquiror S-8 Shares consistent with the foregoing and to enter stop transfer instructions with Acquiror's transfer agent against the transfer of the Acquiror Shares except in compliance with this restriction. (e) Each warrant to purchase Target shares and options granted to other than employees or individual consultants to Target (collectively "Target Warrants"), to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and in accordance with without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “any of Target Warrants”), be assumed by Acquiror and each Target Warrants Warrant assumed by Acquiror shall become be exercisable into Parent stock in accordance with their terms. Parent acknowledges upon the same terms and shall assume the obligations conditions as under the applicable warrant agreements with respect to such Target Warrants and under Warrants, except that (A) each warrant indenture governing the Target Warrants (the “such Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of Acquiror Common Shares equal Stock (rounded down to the product nearest whole share) into which the number of (x) the aggregate number shares of Target Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to the Effective Time multiplied by Warrant would be converted under Section 2.2(b), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Warrants Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time, Time divided by the applicable Exchange Ratio (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to Target in the warrant agreements underlying Target Warrants shall comply be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 7.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with all the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("Acquiror Warrants") pursuant to this Section 7.5(d)(ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and conditions set forth in (iii) promptly following the Effective Time, issue to each such Assumed Warrant, including holder of an outstanding Target Warrant a document evidencing the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofforegoing assumption by Acquiror.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target shares of DTN Common Shares Stock and each stock appreciation right with respect to DTN Common Stock outstanding and unexercised as of the Effective Time (a “Target "DTN Option"), whether granted pursuant to DTN's 1999 Stock Option”) granted under Target’s 2005 Nonqualified Incentive Plan, DTN's Stock Option Plan of 1989, or DTN's Non-Employee Directors Stock Option Plan, as each of the same may have been amended from time to time (collectively, the “Target "DTN Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down Plans"), or granted by DTN other than pursuant to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target DTN Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio Plans, shall, at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, be cancelled and the Parent will comply with all former holder shall have the right to receive from DTN in consideration of such cancellation, payable during the ten-day period following the Closing Date, an amount of cash equal to (i) the excess, if any, of the terms and conditions Merger Consideration applicable to the number of the Substituted Optionsshares of DTN Common Stock subject to such DTN Option, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option which for this purpose shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to fully vested as of the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and over (ii) Parent shall assume all the aggregate exercise price of Target’s obligations with respect to such DTN Option, less any income or employment tax withholding required under the Target Stock Options as so amended. Substitution Code or any provision of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsstate or local law. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and each of the DTN Warrants (as defined in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and Section 11 11 4.3) outstanding immediately prior to the Effective Time (collectivelyshall be converted into the right to receive an amount of cash, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock payable in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants andSection 3.2(b), if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price excess, if any, of the Target Warrants in effect immediately prior Merger Consideration applicable to the Effective Time, divided by number of shares of DTN Common Stock subject to such DTN Warrants over (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the aggregate exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofDTN Warrants.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Option under the Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as amended (collectivelywere applicable under the Target Option, the “same number of shares of Acquiror Common Stock as the holder of such Target Stock Option Plan”) would have been entitled to be automatically converted at receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent). Such Substituted ) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option shall otherwise be subject divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to the same terms and conditions, including vesting and expiry date, as the Target Stock such Acquiror Option in respect accordance with the foregoing; provided, however, that, in the case of any Target Option to which it is issued. Parent will assume all obligations under Section 422 of the Target Stock Option Plan as at Code applies ("INCENTIVE STOCK OPTIONS"), the Effective Time option price, the number of shares purchasable pursuant to such option and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation exercise of such option shall be determined in order to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant comply with Section 424(a) of the Substituted Option shall be deemed to be Code. In connection with the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under assumption by Acquiror of the Target Stock Option Plan Options pursuant to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Timethis Section 6.5(a), (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer have assigned to Parent and (ii) Parent shall assume all Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target’s obligations with respect to Target Common Stock issuable upon the Target Stock Options as so amended. Substitution exercise of the Target Stock Options for or previously issued upon the Substituted Options will occur exercise of options granted under the Target Option Plan, in compliance accordance with Code Section 409A so that the substitution avoids being treated as terms of the grant of new Target Option Plan and the related stock optionsoption agreements and stock purchase agreements entered into under the Target Option Plan. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time, Acquiror shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use best efforts to ensure, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as incentive stock options prior the Effective Time and continue to qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in no event accordance with this Section 6.5. No later than 30 days from the fifth business day after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate registration statement forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such options and shall use reasonable its best efforts to keep maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted Options such options remain outstanding. (d) Each Target Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and in accordance with without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “any of Target Warrants”), be assumed by Acquiror and each Target Warrants Warrant assumed by Acquiror shall become be exercisable into Parent stock in accordance with their terms. Parent acknowledges upon the same terms and shall assume the obligations conditions as under the applicable warrant agreements with respect to such Target Warrants and under Warrants, except that (A) each warrant indenture governing the Target Warrants (the “such Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of Acquiror Common Shares equal Stock (rounded down to the product nearest whole share) into which the number of (x) the aggregate number shares of Target Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to the Effective Time multiplied by Warrant would be converted under Section 2.1(c), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Warrants Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time, Time divided by the applicable Exchange Ratio (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to Target in the warrant agreements underlying Target Warrants shall comply be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with all the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and conditions set forth in (iii) as promptly as practicable following the Effective Time, issue to each such Assumed Warrant, including holder of an outstanding Target Warrant a document evidencing the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofforegoing assumption by Acquiror.

Stock Options and Warrants. (a) At As of the PhoneTel Effective Time, Parent and Target shall take all such action as may be necessary to cause (i) each outstanding and unexpired and unexercised option to purchase Target PhoneTel Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”"PhoneTel Options") to shall be automatically converted at the Effective Time into options an option (the “Substituted Options”an "Adjusted PhoneTel Option") to purchase a the number of Parent shares of Davel Common Shares Stock equal to the number of shares of PhoneTel Common Stock subject to such options immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to PhoneTel shall be deemed to refer to Davel, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code shall be effected so as not to constitute a modification, extension or renewal of such option under Section 424(a) of the Code, (ii) Davel shall assume the obligations of PhoneTel under the PhoneTel Options, (iii) each outstanding warrant to purchase PhoneTel Common Stock (the "PhoneTel Warrants") shall be converted into a warrant (an "Adjusted PhoneTel Warrant") to purchase the number of Parent shares of Davel Common Shares) Stock equal to the product of (x) the aggregate number of Target shares of PhoneTel Common Shares purchasable pursuant Stock subject to such Target Stock Option PhoneTel Warrants immediately prior to the PhoneTel Effective Time multiplied by (y) the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at a an exercise price per Parent Common Share share equal to the exercise price per Target for each such share of PhoneTel Common Share specified in the Target Stock Option subject to such PhoneTel Warrant divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option , and all references in each such PhoneTel Warrant to PhoneTel shall otherwise be subject deemed to refer to Davel, where appropriate and (iv) Davel shall assume the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect obligations of which it is issued. Parent will assume all obligations PhoneTel under the Target Stock PhoneTel Warrants. The other terms of each Adjusted PhoneTel Option Plan as at the Effective Time and from and after the Effective TimeAdjusted PhoneTel Warrant, and the Parent will comply plans or agreements under which they were issued, if any, shall continue to apply in accordance with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereoftheir terms. For purposes of vesting conditions, the The date of grant of the Substituted each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant shall be deemed to be the date on which the corresponding Target Stock PhoneTel Option or PhoneTel Warrant was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target PhoneTel and Davel agree that each of the applicable PhoneTel equity-based compensation plans (the "PhoneTel Stock Options held by independent directors of Target (as defined by applicable LawOption Plans"), who are not officers programs or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive agreements and each of the operation applicable Davel equity-based compensation plans (the "Davel Stock Option Plans") shall be amended, to the extent necessary, to reflect the transactions contemplated by this Agreement, including, without limitation, the conversion of each share of PhoneTel Common Stock held or to be awarded or paid pursuant to such plans, programs or agreements into shares of Davel Common Stock on a basis consistent with the transactions contemplated by this Agreement. PhoneTel and Davel shall submit such amendments to the Davel Stock Option Plans or such PhoneTel Stock Option Plans, programs or agreements to their respective stockholders, if such submission is determined to be necessary by counsel to PhoneTel or Davel after consultation with one another to preserve the benefits of the early termination provisions PhoneTel Options; provided, however, that such approval shall not be a condition to the consummation of the Transactions. No options or other awards shall have been made under any Davel Stock Option Plan, including the Davel Communications, Inc. 2000 Long-Term Equity Incentive Plan (in accordance with the following sentence, the "New Plan"), or any PhoneTel Stock Option Plan at or prior to the PhoneTel Effective Time. Pursuant to Section 7.05 below, the New Plan shall be amended, as of the PhoneTel Effective Time, in substantially the form attached hereto as Exhibit C (the "Amended Plan") to increase the number of options reserved and available for grant under such Target plan, as necessary to permit four percent (4%) of the shares of Davel Common Stock Options) or (ii) six months outstanding immediately after the Closing DatePhoneTel Effective Time, on a fully-diluted basis, and including all shares reserved for grant under the Amended Plan. (c) In respect As of each Substituted Optionthe PhoneTel Effective Time, Davel shall (i) reserve for issuance the number of shares of Davel Common Stock that shall become subject to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options and (ii) issue or cause to be issued the Parent appropriate number of shares of Davel Common Shares underlying such Substituted OptionStock pursuant to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options, Parent shall, as soon as practicable after upon the exercise or maturation of rights existing thereunder on the PhoneTel Effective Time and in no event or as thereafter granted or awarded. No later than 30 days from the Closing DatePhoneTel Effective Time, Davel shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 (or other appropriate form) registering a number of shares of Davel Common Stock necessary to fulfill Davel's obligations under this Section 2.05. Such registration statement shall be kept effective (and use reasonable efforts to keep such registration statement the current status of the prospectus required thereby shall be maintained), if then required by the SEC, for at least as long as any Substituted Adjusted PhoneTel Options remain outstanding. (d) At As soon as practicable after the PhoneTel Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior Davel shall deliver to the Effective Time (collectively, the “Target Warrants”), Target holders of PhoneTel Options and PhoneTel Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal appropriate notices setting forth (i) such holders' rights pursuant to the exercise price respective plans and agreements evidencing the grants of the Target Warrants in effect immediately prior to the Effective Timerelated PhoneTel Options and PhoneTel Warrants, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms number of the Target Shares of Davel Common Stock for which such holder's Adjusted PhoneTel Options or Adjusted PhoneTel Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period are then exercisable and the exercise price therefor, and provision for adjustment of (iii) that such PhoneTel Options and PhoneTel Warrants and the exercise price) related plans, programs and agreements shall thereafter be maintained assumed by Davel and shall continue in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after effect on the Effective Time, Parent shall comply with all of the same terms and conditions set forth in each such Assumed Warrant, including (subject to the obligation adjustments required by this Section 2.05 after giving effect to issue the Parent Common Shares contemplated thereby upon exercise thereofPhoneTel Merger).

Stock Options and Warrants. WPZ shall cause each (i) outstanding option, warrant, stock appreciation right, phantom stock award or performance award or similar right to acquire shares (collectively, the "Employee Options") under WPZ's 1997 Stock Awards Plan (the "1997 Plan") and 1997 NonQualified Stock Option Plan For Non-Employee Directors (the "Directors Plan") and the option agreements between WPZ and certain of its officers, directors, employees and consultants thereunder (collectively, the "Stock Option Plans"), and (ii) any other option (including, without limitation, the options referred to on EXHIBIT 6.2), warrant (including without limitation, the warrants listed on EXHIBIT 6.2) or other right to acquire (upon purchase, exchange, conversion or otherwise) shares of WPZ Common Stock (collectively, the "Other Options" and, together with the Employee Options, the "Options") to be (a) At exercised prior to the Effective Time, Parent and Target shall take all such or (b) surrendered by the holder or canceled by action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Planof the Board of Directors of WPZ, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and at which time WPZ will pay to each holder of such canceled Option (whether or not such Option is then vested or exercisable), in settlement or cancellation thereof, an amount (subject to applicable withholding tax) in cash determined by multiplying (i) the Parent will comply with all excess, if any, of the terms Merger Consideration over the per Share exercise price of such Option, by (ii) the number of Shares such holder could have purchased if such holder had exercised such Option in full immediately prior to such time (without giving effect to any antidilutive changes in the number of such Shares arising from the Merger and conditions assuming any unvested Options have vested); it being understood that, although all Options that are Out of the Substituted Options, including the obligation Money Options will be deemed canceled and forfeited pursuant to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditionsthis SECTION 4.5, the date of grant of the Substituted Option shall holder(s) thereof will not be deemed entitled to be the date on which the corresponding Target Stock Option was grantedreceive any consideration therefor. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references WPZ shall obtain the consent, in form and substance satisfactory to Merger Subsidiary, of the Target Stock Option holders of the Options issued pursuant to the Directors Plan and related stock option agreements to Target shall be deemed to refer to Parent the cancellation of such Options as provided in this SECTION 4.5 and (ii) Parent the Committee shall assume all of Target’s obligations with respect take the actions and make the determinations necessary to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of cause each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. (a) At the Effective Time, all outstanding options (all such options, "1992 Plan Options") to acquire shares of Company Common Stock granted to employees under the GeoWaste Incorporated 1992 Stock Option Plan (the "1992 Plan"), all outstanding options issued prior to the date of this Agreement to the Chief Executive Officer and the Chief Financial Officer by the Company to acquire shares of Company Common Stock (all such options, "CEO/CFO Options") issued other than pursuant to the 1992 Plan and the 1996 Plan and all outstanding warrants issued by the Company prior to the date of this Agreement to purchase shares of Company Common Stock (the "Warrants"), shall be assumed by Parent and Target shall take all such action be exercisable upon the same terms and conditions as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectivelythe applicable Warrant, the “Target Stock 1992 Plan and option agreements issued thereunder or, in the case of the CEO/CFO Options, the applicable option agreement, except that (i) each such 1992 Plan Option, CEO/CFO Option Plan”) to or Warrant shall be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a exercisable for that whole number of shares of Parent Common Shares Stock (rounded down to the nearest whole number of Parent Common Sharesshare) equal to the product of (xy) the aggregate number of Target shares of Company Common Shares purchasable pursuant to such Target Stock Option immediately prior subject to the Effective Time multiplied by original 1992 Plan Option, CEO/CFO Option or Warrant and (z) the Exchange Ratio, and (ii) the option exercise price or warrant exercise price per share of Parent Stock shall be an amount equal to (y) the Exchange Ratio at a option exercise price per Parent Common Share equal to the or warrant exercise price per Target share of Company Common Share specified in Stock under the Target Stock original 1992 Plan Option, CEO/CFO Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry dateor Warrant, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Timeapplicable, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, Time divided by (iiz) the Exchange RatioRatio (the option exercise price or warrant exercise price, as applicable, per share of Company Common Stock, as so determined, being rounded to the nearest full cent). Each Assumed No payment shall be made for fractional interest. The date of grant or issuance, as applicable, shall be the date the 1992 Plan Option, CEO/CFO Option or Warrant shallwas originally granted or issued, consistent with as applicable. Parent shall (i) reserve for issuance the terms number of shares of Parent Stock that will be come issuable upon the exercise of such 1992 Plan Options, CEO/CFO Options and Warrants pursuant to this Section 2.4(a) and (ii) at the Effective Time, execute a document evidencing the assumption by Parent of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant Company's obligations with respect thereto under this Section 2.4. As soon as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply file a registration statement on Form S-8 (or any successor form), or another appropriate form, with all respect to the shares of Parent Stock subject to such 1992 Plan Options and CEO/CFO Options and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the terms prospectus contained therein) for so long as such 1992 Plan Options and conditions set forth CEO/CFO Options, as applicable, remain outstanding. It is the intention of the parties that, subject to applicable law, the 1992 Plan Options assumed by Parent qualify following the Effective Time as "incentive stock options" (as defined in each such Assumed WarrantSection 422 of the Code) to the extent that the 1992 Plan Options qualified as incentive stock options prior to the Effective Time. As soon as practicable after the Effective Time, including Parent shall file a registration statement on Form S-3 (or any successor form) (the obligation "Shelf Registration Statement") with respect to issue the shares of Parent Common Shares contemplated thereby Stock issuable upon exercise of such Warrants and shall use its best efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for a period not to exceed six months from the date of effectiveness of the Shelf Registration Statement or, if earlier, twenty (20) trading days after such time at which holders of the Warrants hold (i) Warrants representing the right to receive a number of shares of Parent Stock, and/or (ii) a number of shares of Parent Stock previously issued upon exercise of the Warrants, which, in the aggregate, represent 15% or less of the total number of shares of Parent Stock issuable at the Effective Time upon exercise of all the Warrants; PROVIDED, HOWEVER, that when holders of the Warrants intend to sell shares of Parent Stock under the Shelf Registration Statement, such holders shall provide written notice to Parent of such intention three (3) days prior to any sale. Parent shall have the right to suspend the use of the prospectus forming a part of the Shelf Registration Statement, for periods aggregating not more than twenty (20) trading days, when Parent reasonably believes, upon the written advice of its regular legal counsel, a copy of which shall be delivered to the holder(s) of the Warrants (subject to suitable confidentiality arrangements) that such use would materially interfere with or require public disclosure by Parent of any material financing, acquisition, corporate reorganization or other material transactions involving Parent or any of its subsidiaries; PROVIDED, HOWEVER, that Parent shall not suspend the use of such prospectus for more than ten (10) trading days in the aggregate during the calendar month of January 1999 and the first two (2) days of February 1999. The holders of the Warrants shall provide customary indemnification protections to Parent with respect to written information furnished by such holders specifically for use in the Shelf Registration Statement and shall pay their own expenses for any attorney, accountant or other advisor they retain and any brokerage and sales commissions in connection with the sale of shares of Parent Stock under the Shelf Registration Statement. (b) At the Effective Time, each option (each, a "1996 Plan Option") to acquire shares of Company Common Stock granted to directors prior to the date of this Agreement under the GeoWaste Incorporated 1996 Stock Option Plan (the "1996 Plan") and each option (each, a "Chairman Option" and together with the CEO/CFO Options, the "Non-Plan Options") issued to the Chairman of the Board by the Company to acquire shares of Company Common Stock issued prior to the date of this Agreement other than pursuant to the 1992 Plan and the 1996 Plan outstanding immediately prior thereto shall be converted into and represent the right to receive (i) the Merger Consideration into which the share or shares of Company Common Stock issuable upon exercise of such Company Option would have been converted if such 1996 Plan Option or Chairman Option, as applicable, had been exercised immediately prior to the Effective Time, reduced by (ii) such number of shares of Parent Stock equal to (x) (1) the aggregate exercise price for the shares of Company Common Stock then issuable upon exercise of such 1996 Plan Option or Chairman Option, as applicable, and (2) the amount of any withholding taxes which may be required thereon, times (y) the Exchange Ratio. All such 1996 Plan Options and Chairman Options shall no longer be outstanding and shall automatically be canceled, retired and extinguished and shall cease to exist, and each Option Certificate shall thereafter represent the right to receive, upon surrender of such Option Certificate in accordance with Section 2.3, the Merger Consideration into which such 1996 Plan Options and Chairman Options have been converted in accordance herewith. The holders of Option Certificates shall cease to have any rights with respect thereto, except as required by law. No fractional share of Parent Stock shall be issued and, in lieu thereof, a cash payment shall be made in the same manner as provided in Section 2.3(e) with respect to exchanges of Stock Certificates.

Stock Options and Warrants. (ai) At the Effective Time, Parent all issued and Target shall take all such action as may be necessary to cause each outstanding warrants and unexpired and unexercised option options to purchase Target ▇▇▇▇▇ ▇▇▇▇▇ Series A-1 Preferred Stock, ▇▇▇▇▇ ▇▇▇▇▇ Series B-1 Preferred Stock, and ▇▇▇▇▇ ▇▇▇▇▇ Common Shares (a “Target Stock Option”) granted then outstanding under Target’s 2005 Nonqualified White Amber's 2000 Stock Option Plan/Stock Issuance Plan ("WHITE AMBER'S STOCK PLAN") or otherwise shall be cancelled and terminated and shall not be converted into the right to receive any consideration whatsoever in the Merger. (ii) At the Effective Time, as amended all issued and outstanding warrants to purchase ▇▇▇▇▇ ▇▇▇▇▇ Series C Preferred Stock, whether vested or unvested, shall be assumed by Recruitsoft (collectivelyeach, an "ASSUMED WARRANT"). Each Assumed Warrant so assumed by Recruitsoft under this Agreement shall continue to have, and be subject to, the “Target Stock Option Plan”) same terms and conditions set forth in the agreements governing such Assumed Warrant immediately prior to be automatically converted at the Effective Time into options Time, except that (the “Substituted Options”i) to purchase a such Assumed Warrant shall be exercisable (when vested) for that number of Parent Common Shares (whole shares of Series D Preferred Stock equal to the product of the number of shares of ▇▇▇▇▇ ▇▇▇▇▇ Series C Preferred Stock that were issuable upon exercise of such Assumed Warrants multiplied by the Exchange Ratio, rounded down to the nearest whole number of Parent Common Sharesshares of Series D Preferred Stock, and (ii) the per share exercise price for the shares of Series D Preferred Stock issuable upon exercise of such Assumed Warrant shall be equal to the product quotient obtained by dividing the exercise price per share of (x) the aggregate number of Target Common Shares purchasable pursuant to ▇▇▇▇▇ ▇▇▇▇▇ Series C Preferred Stock at which such Target Stock Option Assumed Warrant was exercisable immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price Ratio, rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and . (iii) Within 30 business days after the Effective Time, and the Parent Recruitsoft will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indenturesperson who, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each was a holder of an Assumed Warrant shall, consistent with a document evidencing the terms foregoing assumption of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofby Recruitsoft.

Stock Options and Warrants. (a) Prior to the Effective Time, TriSummit and TriSummit Bank, a Tennessee chartered financial institution and wholly owned subsidiary of TriSummit, will use commercially reasonable efforts to amend each option award granted and outstanding (each a “TriSummit Option Award”) under the TriSummit Bank Amended and Restated Stock Option Plan (the “TriSummit Stock Plan”) so as to cancel and terminate, effective immediately prior to the Effective Time, 50% of the rights then outstanding to acquire shares of TriSummit Common Stock and/or TriSummit Series A Preferred Stock under such TriSummit Option Award (the “Terminated Option Rights”). (b) At the Effective Time, Parent the rights under each TriSummit Option Award (other than Terminated Option Rights) that is amended pursuant to Section 1.5(a) shall, without any action on the part of HomeTrust, TriSummit or the holder thereof, cease to represent a right to acquire shares of TriSummit Common Stock or TriSummit Series A Preferred Stock, and Target shall take all such action as may be necessary to cause assumed and converted automatically into an option (each outstanding and unexpired and unexercised option to purchase Target Common Shares (a an “Target Stock Adjusted Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent shares of HomeTrust Common Shares Stock equal to the product obtained by multiplying (i) the number of shares of TriSummit Common Stock and TriSummit Series A Preferred Stock subject to each TriSummit Option Award as of the Effective Time (i.e. after taking into account the cancellations and terminations contemplated by Section 1.5(a) above) by (ii) the Adjusted Option Exchange Ratio (as defined below), rounded down to the nearest whole number of Parent shares of HomeTrust Common Shares) Stock. Each Adjusted Option shall have an exercise price per share of HomeTrust Common Stock equal to the product of (x) $10 (the aggregate number of Target Common Shares purchasable pursuant to such Target Stock per share exercise price under each TriSummit Option immediately prior to the Effective Time multiplied Award) divided by (y) the Adjusted Option Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price Ratio, rounded up to the nearest whole cent). Such Substituted Each Adjusted Option shall otherwise be subject to the same terms and conditionsconditions applicable to the corresponding TriSummit Option Award under the TriSummit Stock Plan and the agreements evidencing grants thereunder, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereofterms. For purposes hereof, “Adjusted Option Exchange Ratio” means the quotient of vesting conditions$8.80 divided by the HomeTrust Average Closing Price rounded to the nearest one ten thousandth; provided however, if the HomeTrust Average Closing Price is equal to or less than $19.05, the date Adjusted Option Exchange Ratio shall be fixed at .4619, or if the HomeTrust Average Closing Price is equal to or greater than $20.96, the Adjusted Option Exchange Ratio shall be fixed at .4198. The Parties intend that the partial assumption of grant options herein shall be effected in a manner that satisfies the requirements of Section 409A and 424(a) of the Substituted Option Code and the Treasury Regulations promulgated thereunder, and this Section 1.5(b) shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, construed consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofthis intent.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each Company Stock Option outstanding and unexpired and unexercised option to purchase Target Common Shares (whether or not vested or exercisable) that has a per share exercise price less than the Per Share Price (each a “Target Stock Cash Pay Option”) granted under Target’s 2005 Nonqualified shall be canceled and converted into the right to receive (i) a cash payment equal to (A) the excess, if any, of (1) the Per Share Price over (2) the exercise price per Common Share subject to such Company Stock Option, multiplied by (B) the number of Common Shares for which such Company Stock Option Planshall not theretofore have been exercised (the “Parent Option Consideration”) plus (ii) (A) the Additional Per Share Merger Consideration multiplied by (B) the number of Cashless Exercise Option Shares represented by such Company Stock Option (the “Company Option Consideration” and collectively with the Parent Option Consideration, the “Option Consideration”). Each Cash Pay Option when so converted shall cease to be outstanding and each holder of a Cash Pay Option shall cease to have any rights with respect to such Cash Pay Options. Commencing at the Effective Time and continuing until the Company Warrants expire, each Company Warrant outstanding shall only represent the right to receive (i) a cash payment equal to (A) the excess, if any, of (1) the Per Share Price over (2) the exercise price per Common Share subject to such Company Warrant, multiplied by (B) the number of Common Shares for which such Company Warrant shall not theretofore have been exercised (the “Parent Warrant Consideration”) plus (ii) (A) the Additional Per Share Merger Consideration multiplied by (B) the number of Common Shares for which such Company Warrant shall not theretofore have been exercised (the “Company Warrant Consideration” and collectively with the Parent Warrant Consideration, the “Warrant Consideration”). For each Company Warrant (other than the Designated Warrants) that has not been exercised as amended of the Effective Date, an amount equal to the Additional Cash Per Share Merger Consideration multiplied by the number of Commons Shares for which such Company Warrant shall not theretofore have been exercised, is referred to as the “Company Warrant Cash Consideration”. Upon surrender to the Surviving Corporation of the original Company Stock Option agreement and an executed copy of the exercise notice in the form attached to the Company Stock Option (collectively, the “Target Stock Option PlanDocumentation”), the Parent hereby agrees to cause the Surviving Corporation to promptly deliver (but in all cases not later than the fifth business day after the later of the Closing Date and the date of receipt of the Option Documentation) to be automatically converted at the registered holder of such Company Stock Options (as indicated in the records of the Company), the cash portion of the Option Consideration less any required withholding taxes. At the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target each Company Stock Option immediately prior to outstanding as of the Effective Time multiplied by (y) the Exchange Ratio at shall be canceled and each holder of a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target certificate representing such canceled Company Stock Option divided by the Exchange Ratio (such price rounded up shall cease to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations have any rights with respect to such Company Stock Option and shall not be entitled to receive any payment with respect thereto other than the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsOption Consideration. (b) Target The Board of Directors of the Company (or, if appropriate, any committee administering the Stock Options held by independent directors Plans) shall adopt such resolutions and the Company and the Board of Target (Directors shall take all other actions as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of required to (i) give effect to the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or transactions contemplated by this Section 2.4 and (ii) six months after cause the Closing DateStock Plans and each Company Stock Option to be terminated as of the Effective Time and cause any provision in any other agreement, arrangement or benefit plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company to be deleted as of the Effective Time and (iii) ensure that no person has any rights under any Stock Plan and Company Stock Option, or such other agreement, arrangement or benefit plan to acquire any capital stock of the Surviving Corporation or the Parent (other than rights under the Exchange Agreements by and between the Parent and the Rollover Holders) and that the Parent and the Surviving Corporation will not have any further obligation or liability under any of the foregoing Stock Plans and Company Stock Options and the Company Warrants or other such agreements, except as specifically contemplated by this Section 2.4. (c) In respect For purposes of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal this Agreement (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Timeterm “Stock Plan” means any stock option, divided by (ii) the Exchange Ratio. Each Assumed Warrant shallrestricted stock or equity incentive plan, consistent with the terms of the Target Warrants and Target Warrant Indenturesprogram or arrangement including, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.but not

Stock Options and Warrants. (a) At the Effective Time, Parent each Company Option and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Company Warrant held by Cashed Out Option Plan, as amended Holders (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Cashed Out Options”) shall be cancelled and automatically converted into the right to purchase a number receive, upon the surrender of Parent Common Shares (rounded down to such Cashed Out Option and the nearest whole number of Parent Common Shares) equal to the product execution and delivery of (x) the Amendment to Stock Option Agreements and Consent to Appointment in the form attached hereto as Exhibit E (the “Option Amendment and Consent”) by each Cashed Out Option Holder that holds Company Options, and (y) the Amendment to Convertible Promissory Notes and Stock Purchase Warrants and Consent to Appointment in the form attached hereto as Exhibit F (the “Note and Warrant Amendment and Consent”) upon the terms and subject to the conditions set forth in this ARTICLE II and elsewhere in this Agreement (including but not limited to the deposit of a portion of the cash payable pursuant to this Section 2.3 into the Escrow Fund and the Expense Fund), an amount of cash as set forth on the Capitalization and Payment Table (the “Option Consideration,” and together with the “Stock Consideration,” the “Equity Consideration”). The Option Consideration payable to each Cashed Out Option Holder shall be calculated (subject to the deductions and adjustments described herein) by taking (i) the aggregate amount that such holder would have received under Section 2.1(c) if the holder had exercised such Cashed Out Options prior to the Effective Time and the shares issued upon such exercise were included in the number of Target Common Shares purchasable pursuant outstanding Company Shares, minus (ii) the aggregate exercise prices under such Cashed Out Options. Prior to the Closing, the Company shall obtain the written consent of each Cashed Out Option Holder to receive such Target Stock cash payment in lieu of exercise and to the effect that such Cashed Out Options shall terminate automatically as of the Effective Time. Each Company Option other than those held by Cashed Out Option Holders outstanding immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms terminated and conditions, including vesting and expiry date, shall expire as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and . Neither Parent nor the Surviving Corporation shall assume the Company Options or substitute similar options of Parent will comply with all of the terms and conditions of the Substituted for Company Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target the Company shall make take all actions necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after effectuate such termination at the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Option under the Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as amended (collectivelywere applicable under the Target Option, the “same number of shares of Acquiror Common Stock as the holder of such Target Stock Option Plan”) would have been entitled to be automatically converted at receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to such Acquiror Option in accordance with the foregoing; provided, however, that, -------- ------- in the case of any Target Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"). Such Substituted Option shall otherwise be subject , the option price, the number of shares purchasable pursuant to such option and the same terms and conditions, including vesting and expiry date, as conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Acquiror of the Target Options pursuant to this Section 6.5(a), Target shall be deemed to have assigned to Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target Common Stock Option in respect issuable upon the exercise of which it is issued. Parent will assume all obligations the Target Options or previously issued upon the exercise of options granted under the Target Stock Option Plan, in accordance with the terms of the Target Option Plan and the related stock option agreements and stock purchase agreements entered into under the Target Option Plan. (b) As soon as at the Effective Time and from and practicable after the Effective Time, Acquiror shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the Parent will comply with all of grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger). Acquiror shall comply with the terms of the Substituted OptionsTarget Option Plan and use best efforts to ensure, including to the obligation extent required by, and subject to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditionsprovisions of, the date of grant such Target Option Plan and Sections 422 and 424(a) of the Substituted Option shall be deemed to be the date on Code, that Target Options which the corresponding Target Stock Option was granted. Prior to qualified as incentive stock options prior the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan Time continue to provide that no further awards shall be made thereunder following the Closing. At and qualify as incentive stock options after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of each Substituted Option, and the Parent shares of Acquiror Common Shares underlying such Substituted Option, Parent shall, as Stock for delivery upon exercise of Target Options assumed in accordance with this Section 6.5. As soon as practicable after the Effective Time and in any event no event later than 30 10 business days from after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate registration statement forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such options and shall use reasonable its best efforts to keep maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted Options such options remain outstanding. (d) Each Target Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and in accordance with without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “any of Target Warrants”), be assumed by Acquiror and each Target Warrants Warrant assumed by Acquiror shall become be exercisable into Parent stock in accordance with their terms. Parent acknowledges upon the same terms and shall assume the obligations conditions as under the applicable warrant agreements with respect to such Target Warrants and under Warrants, except that (A) each warrant indenture governing the Target Warrants (the “such Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of Acquiror Common Shares equal Stock (rounded to the product nearest whole share) into which the number of (x) the aggregate number shares of Target Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to the Effective Time multiplied by Warrant would be converted under Section 2.1(c), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Warrants Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time, Time divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant Ratio (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to Target in the warrant agreements underlying Target Warrants shall comply be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with all the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and conditions set forth (iii) as promptly as practicable following the Effective Time, issue to each holder of an outstanding Target Warrant a document evidencing the foregoing assumption by Acquiror. (e) Employees of Target as of the Effective Time shall be permitted to participate in each the ESPP commencing on the first enrollment date following the Effective Time, subject to compliance with the eligibility and other provisions of such Assumed Warrantplan. (f) Employees of Target at the Effective Time will be provided with employee benefit plans by the Surviving Corporation or Acquiror which in the aggregate are no less favorable to such employees than those provided from time to time by Acquiror and its Subsidiaries to similarly situated employees. If any employee of Target becomes a participant in any employee benefit plan, including program, policy or arrangement of Acquiror, such employee shall be given credit for all service prior to the obligation Effective Time with Target to issue the Parent Common Shares contemplated thereby upon exercise thereofextent permissible under such plan, program, policy or arrangement.

Stock Options and Warrants. (a) At Prior to the Effective Time, Parent the NTS Board (or, if appropriate, any committee thereof) and Target the ▇▇▇▇▇▇ Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all such action as may be other actions necessary to cause each provide that: (i) effective as of the date of this Agreement, all outstanding and unexpired and unexercised option to purchase Target Common Shares stock options under the ▇▇▇▇▇▇ Traffic Systems, Inc. 1999 Incentive Stock Option Plan (a “Target Stock Option”) granted under Target’s 2005 Nonqualified the "NTS Stock Option Plan, as amended (collectively, ") shall become fully exercisable and shall remain fully exercisable until immediately prior to the “Target Effective Time; provided that such full exercisability shall be subject to the condition subsequent that the Merger shall have occurred and no payment with respect to options under the NTS Stock Option Plan”) Plan that have become fully exercisable by virtue of this Agreement shall be accepted by ▇▇▇▇▇▇ until immediately prior to be automatically converted at the Effective Time and any exercise of such options shall be effective immediately prior to the Effective Time; and (ii) effective as of the Effective Time, all the outstanding stock options under the NTS Stock Option Plan which have not been exercised (the "NTS Stock Options") shall be assumed by ▇▇▇▇▇▇ and converted automatically into options (the “Substituted Options”) to purchase a ▇▇▇▇▇▇ Common Stock ("New Stock Options") in an amount and, if applicable, at an exercise price determined as provided below: (A) The number of Parent shares of ▇▇▇▇▇▇ Common Shares (rounded down Stock to the nearest whole number of Parent Common Shares) be subject to each New Stock Option shall be equal to the product of (x) the aggregate number of Target shares of NTS Common Shares purchasable pursuant Stock remaining subject (immediately before the Effective Time) to the original NTS Stock Option and (y) the Exchange Ratio, provided that any fractional shares of ▇▇▇▇▇▇ Common Stock resulting from such Target multiplication shall be eliminated; and (B) The exercise price per share of ▇▇▇▇▇▇ Common Stock under each New Stock Option shall be equal to the exercise price per share of NTS Common Stock under the original NTS Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest tenth of a cent and provided, further, that where an individual exercises New Stock Options and the aggregate consideration required to exercise such options is not a whole number, the aggregate consideration required to be paid to ▇▇▇▇▇▇ by such individual in order to exercise such options shall be rounded up to the nearest cent. On and after the Effective Time, each New Stock Option shall be exercisable and shall vest upon, and will otherwise be subject to, the same terms and conditions as were applicable to the related NTS Stock Option immediately prior to the Effective Time multiplied by (y) Time, without regard to any acceleration of the Exchange Ratio at a price per Parent Common Share equal to exercisability on account of Sections 15 or 16 of the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target NTS Stock Option Plan and this Agreement (except that with regard to such New Stock Option, any references to NTS shall be deemed, as at appropriate, to include ▇▇▇▇▇▇) and each New Stock Option shall be intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or a nonqualified option, whichever was applicable to the related NTS Stock Option. (b) The Board of Directors of NTS shall take all actions necessary to assure that all persons holding outstanding NTS Stock Options shall be notified of the provisions of Section 2.2(a) hereof as soon as practicable after the date of execution of this Agreement. (c) NTS shall take all actions so that following the Effective Time and from and after no holder of an NTS Stock Option or any participant in any stock option, stock appreciation, performance unit or similar plan, agreement or arrangement of NTS shall have any right thereunder to acquire capital stock of NTS or of the Surviving Corporation. NTS will take all actions so that, as of the Effective Time, neither NTS nor the Surviving Corporation is or will be bound by any NTS Stock Options, or other options, warrants, rights or agreements which entitle any person to own any capital stock of NTS or the Surviving Corporation or to receive any payment in respect thereof. (d) Unless at the Effective Time, the New Stock Options are registered pursuant to an effective ▇▇▇▇▇▇ registration statement, as soon as practicable following the Effective Time, ▇▇▇▇▇▇ shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of ▇▇▇▇▇▇ Common Stock equal to the number of shares subject to the New Stock Options. Any such registration statement shall be kept effective (and the Parent will comply with all current status of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated initial offering prospectus or prospectuses required thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target maintained) for at least as long as any New Stock Option was granted. remains outstanding. (e) Prior to the Effective Time, Target the NTS Board and the ▇▇▇▇▇▇ Board shall make adopt appropriate resolutions and take all other actions necessary amendments under the Target Stock Option Plan to provide that no further awards all unexercised warrants of NTS which are outstanding at the Effective Time shall be made thereunder following the Closing. At assumed by ▇▇▇▇▇▇ and after the Effective Time, converted automatically into warrants to acquire ▇▇▇▇▇▇ Common Stock ("New Warrants") in an amount and at an exercise price determined as provided below: (i) all references in the Target The number of shares of ▇▇▇▇▇▇ Common Stock Option Plan and related stock option agreements to Target be subject to each New Warrant shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target shares of NTS Common Shares issuable in respect of such Target Warrants immediately prior Stock subject to the Effective Time multiplied by outstanding NTS warrant and (y) the Exchange Ratio Ratio, provided that any fractional share of ▇▇▇▇▇▇ Common Stock resulting from such multiplication shall be eliminated; and (the “Assumed Warrants”ii) and that The per share exercise price of each New Warrant shall be equal to the exercise price per share of NTS Common Stock under the Assumed Warrants will equal (i) outstanding NTS warrant divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest tenth of the Target Warrants in effect immediately a cent. (f) ▇▇▇▇▇▇ agrees that it shall take all action necessary, on or prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms to authorize and reserve a number of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions shares of each Target Warrant (including the exercise period and the exercise price and provision ▇▇▇▇▇▇ Common Stock sufficient for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby issuance upon exercise thereofof options or warrants as contemplated by this Section 2.2.

Stock Options and Warrants. (a) 2.3.1 At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option option, warrant or other right to purchase Target Common Shares (each, a “Target Company Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (;” and collectively, the “Target Company Stock Options”) issued pursuant to any plan, other agreement, or arrangement, whether vested or unvested, including, for the avoidance of doubt, any Company Stock Option Plan”) with an exercise price per share equal to or greater than the Per Share Cash Equivalent Consideration, shall be automatically assumed by Parent and converted at as of the Effective Time into options (an option, warrant or right, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section ‎2.3. All plans, agreements or arrangements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the “Substituted Options”) Company Plans.” Subject to purchase the terms of the relevant Company Stock Option, each Company Stock Option shall be deemed to constitute an option or warrant, as applicable, to acquire, on substantially the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the number of shares of Parent Common Stock (rounded up to the nearest whole share) that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant into full Shares immediately prior to the Effective Time at a price per share of Parent Common Stock (rounded down to the nearest whole number of Parent Common Sharescent) equal to the product of (x) the aggregate number of Target Common former per share exercise price for the Shares otherwise purchasable pursuant to such Target Company Stock Option immediately prior to the Effective Time multiplied Option, divided by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio Ratio. 2.3.2 Within seven (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and 7) Business Days after the Effective Time, the Exchange Agent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders’ rights pursuant to the relevant Company Plan and that the Parent will comply with all agreements evidencing the grants of such Company Stock Options shall continue in effect on the same terms and conditions after giving effect to the Merger) (the “Assumed Options”). Parent shall assume the Company Plans (which following assumption shall be referred to herein as the “Assumed Company Plan”) and file it with the ITA as required by Applicable Law. 2.3.3 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 Company Stock Options assumed in accordance with this Section ‎2.3. Substantially concurrently with the Closing, Parent shall, if no registration statement is then in effect covering such Parent Common Stock, prepare and file a registration statement on Form S-8 (or any successor or applicable form) with respect to the assumption of the Substituted Options, including Company Plan and the obligation to issue the shares of Parent Common Shares contemplated thereby Stock subject to any Assumed Options (or any successor or applicable form). If the shares of Parent Common Stock are registered on Form S-8, such registration statement shall be filed within ten (10) Business Days following the Effective Time. Parent shall use all reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding and will reserve a sufficient number of shares of Parent Common Stock for issuance upon the exercise or settlement thereof. For purposes of vesting conditionsIf so required, Parent shall cooperate with the date of grant of the Substituted Option shall be deemed Company by taking all action reasonably required in order to be the date on which the corresponding Target Stock Option was granted. Prior to obtain an ISA Exemption (defined below). 2.3.4 At or before the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective TimeCompany shall, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution extent reasonably requested, cause to be effected, in a manner reasonably satisfactory to Parent, amendments to the Company Plans to give effect to the foregoing provisions of this Section ‎‎2.3, provided that such amendment would not adversely impact any of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsrights granted to Company optionees under such Company Plans. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. (a) At Not later than 10 Business Days prior to the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares the Company will send a notice (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock the "Option Plan, as amended (collectively, the “Target Stock Option Plan”Notice") to be automatically converted at all holders of outstanding Options specifying that (i) all Options that will constitute Vested Options as of the Effective Time will not be assumed in connection with the Merger but will be converted into the right to receive the amount set forth in Section 4.2(b) hereof, and (ii) all Options that constitute Excluded Options will be exchanged for options (of reasonably and substantially like value of the “Substituted Options”) Parent, with such exchange to purchase be based on a number valuation of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option Company immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsInitial Merger Consideration. (b) Target Each Vested Option will by virtue of the Merger, and without any action on the part of the holder thereof, be terminated and cancelled as of the Effective Time and converted into, and represent only, the right to receive from the Surviving Corporation an amount in cash equal to the number of shares of Company Common Stock Options held subject to such Vested Option multiplied by independent directors the excess, if any, of Target the Aggregate Per Share Amount over the exercise price per share thereof (as defined by adjusted pursuant to Section 4.1(b)) (such payment to be net of applicable Lawwithholding taxes), who are not officers or directors of Parent on Closing, shall expire on the earlier of payable as follows: (i) the current expiry date of such Target Stock Options (exclusive excess of the operation of Initial Per Share Amount over the early termination provisions of such Target Stock Options) or exercise price per share thereof shall be payable upon compliance with the holder thereof with the procedures set forth in Section 4.5, (ii) six months after the Escrow Per Share Amount shall be payable upon the release of the Escrow Amount Payable from escrow pursuant to the Escrow Agreement and compliance with the holder thereof with the procedures set forth in Section 4.5 and (iii) any Contingent Per Share Amount that becomes payable pursuant to Section 4.3 shall be payable upon fulfillment of the applicable Milestone and compliance with the holder thereof with the procedures set forth in Section 4.5. Set forth in Schedule 4.2(a) of the Company Disclosure Schedule is a list of all Vested Options outstanding on the date hereof and that will be outstanding as of the Effective Time and the related exercise prices. Set forth in Schedule 4.2(b) of the Company Disclosure Schedule is a list of all Excluded Options outstanding on the date hereof and that will be outstanding as of the Effective Time and the related exercise prices and vesting schedules. Within 180 days of the Closing Date, the Excluded Options will be exchanged for options of reasonably and substantially like value of the Parent based on the assumptions set forth in Section 4.2(a) above. (c) In respect Prior to consummation of the Merger, the Company shall (i) notify the holder of each Substituted Option, and the Parent Common Shares underlying Company Warrant that such Substituted Option, Parent shall, warrant will be cancelled as soon as practicable after of the Effective Time and in no event later than 30 days from (ii) allow the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts holder of any Company Warrant to keep exercise such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, to the “Target Warrants”extent exercisable), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Each Company Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required will by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms virtue of the Target Warrants Merger, and Target Warrant Indentures, without any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to action on the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price part of the Assumed Warrants will equal (i) the exercise price holder thereof, be terminated and cancelled as of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. (a) At The Company agrees to use its best efforts, including without limitation additional actions by its Board of Directors or the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified committee thereof which administers the Company Stock Option Plan, as amended (collectivelyto cause to be made such clarifications, modifications, amendments or supplements to the “Target Company Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down Plan and to the nearest whole number of Parent Common Shares) equal agreements evidencing outstanding Company Stock Options to give effect to the product following desires and intentions of (x) the aggregate number of Target Common Shares purchasable pursuant parties with respect to such Target Company Stock Option Options which remain outstanding immediately prior to the Effective Time multiplied Time: (a) Company Stock Options held by (y) persons who are officers or employees of the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as Company at the Effective Time and from and after shall become options to purchase, for the same aggregate consideration payable to exercise such Options, the number of shares of Conseco Common Stock which the holder would have been entitled to receive at the Effective Time if such Options had been exercised for Shares prior to the Effective Time, and the Parent will comply with all ; (b) Company Stock Options held by persons who are not currently officers or employees of the terms and conditions Company shall be required to be exercised prior to the Effective Time or forfeited; (c) Company Stock Options held by the officers of the Substituted OptionsCompany identified in Paragraph 4 of Section 2.5 to the Disclosure Schedule shall be amended as described in such Paragraph, including subject to subsection (e) below; (d) Company Stock Options held by officers of the obligation Company covered by Paragraph 5 of Section 2.5 to issue the Parent Common Shares contemplated thereby upon Disclosure Schedule shall be amended as described in such Paragraph, subject to subsection (e) below; (e) Company Stock Options held by an officer or employee of the exercise thereof. For purposes Company shall expire and be forfeited if not exercised within three (3) months after the date such person ceases to be an officer or employee of vesting conditionsthe Company, the date Surviving Corporation, Conseco, or any other subsidiary of grant Conseco; (f) Company Stock Options held by an officer subject to Section 16 of the Substituted Option shall be deemed Exchange Act who would incur liability under Section 16(b), if such Options were to be exercised on the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments such options would otherwise expire under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Timesubsections (b), (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Lawc), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Optionsd) or (iie) six months above, shall otherwise remain exercisable for five (5) business days from the date after the Closing Date.which no such liability would be incurred; and (cg) In respect Conseco shall take all corporate action necessary to reserve for issuance a sufficient number of each Substituted Option, and shares of Conseco Common Stock for delivery upon exercise of the Parent Common Shares underlying such Substituted Option, Parent shall, as Company Stock Options assumed in accordance with this Section 5.3. As soon as practicable after the Effective Time and in no event later than 30 days from the Closing DateTime, Conseco shall file a registration statement on Form S-8 (or other any successor form) or another appropriate registration statement form with respect to the shares of Conseco Common Stock subject to the Company Stock Options and shall use reasonable its best efforts to keep maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted Company Stock Options remain outstanding. (d) At . If necessary to effectuate the Effective Timeforegoing provisions regarding Company Stock Options, and in accordance with the terms of each warrant parties agree to purchase Target Common Shares issued by Target enter into an appropriate amendment to this Merger Agreement to provide that are issued and outstanding immediately prior to LPG Acquisition shall be the Surviving Corporation at the Effective Time (collectivelyrather than the Company. The parties agree that after the date hereof, except for the “Target Warrants”)Company Stock Options outstanding on the date hereof and the changes thereto, Target Warrants as described in the Disclosure Schedule, no options, warrants or other rights of any kind to purchase capital stock of the Company shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations be granted or made, under the Target Warrants Company Stock Plan or otherwise, and under each warrant indenture governing no amendment, repricing or other change to the Target Warrants (outstanding Company Stock Options shall be made, without the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise prior written consent of such Target Warrants andConseco, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant grant, issuance, amendment, repricing or other change without Conseco's consent shall be exercisable for a number of Parent Common Shares equal to null, void and unenforceable against the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofSurviving Corporation or Conseco.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Option under the Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, whether vested or unvested, shall be assumed by Acquiror and deemed to constitute an option (a "ACQUIROR OPTION") to acquire, on the same terms and conditions as amended (collectivelywere applicable under the Target Option, the “same number of shares of Acquiror Common Stock as the holder of such Target Stock Option Plan”) would have been entitled to be automatically converted at receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio number), at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent). Such Substituted ) equal to (i) the aggregate exercise price for the shares of Target Common Stock otherwise purchasable pursuant to such Target Option shall otherwise be subject divided by (ii) the number of full shares of Acquiror Common Stock deemed purchasable pursuant to the same terms and conditions, including vesting and expiry date, as the Target Stock such Acquiror Option in respect accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any Target Option to which it is issued. Parent will assume all obligations under Section 422 of the Target Stock Option Plan as at Code applies ("INCENTIVE STOCK OPTIONS"), the Effective Time option price, the number of shares purchasable pursuant to such option and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation exercise of such option shall be determined in order to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant comply with Section 424(a) of the Substituted Option shall be deemed to be Code. In connection with the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under assumption by Acquiror of the Target Stock Option Plan Options pursuant to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Timethis Section 6.5(a), (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer have assigned to Parent and (ii) Parent shall assume all Acquiror, effective at the Effective Time, Target's right to repurchase unvested shares of Target’s obligations with respect to Target Common Stock issuable upon the Target Stock Options as so amended. Substitution exercise of the Target Stock Options for or previously issued upon the Substituted Options will occur exercise of options granted under the Target Option Plan, in compliance accordance with Code Section 409A so that the substitution avoids being treated as terms of the grant of new Target Option Plan and the related stock optionsoption agreements and stock purchase agreements entered into under the Target Option Plan. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time, Acquiror shall deliver to the participants in the Target Option Plan appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Target Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.5 after giving effect to the Merger). Acquiror shall comply with the terms of the Target Option Plan and use best efforts to ensure, to the extent required by, and subject to the provisions of, such Target Option Plan and Sections 422 and 424(a) of the Code, that Target Options which qualified as incentive stock options prior the Effective Time and continue to qualify as incentive stock options after the Effective Time. (c) Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Target Options assumed in no event accordance with this Section 6.5. No later than 30 days from the fifth business day after the Closing Date, Acquiror shall file a registration statement on Form S-8 (or any successor or other appropriate registration statement forms) under the Securities Act or another appropriate form with respect to the shares of Acquiror Common Stock subject to such options and shall use reasonable its best efforts to keep maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted Options such options remain outstanding. (d) Each Target Warrant, to the extent outstanding at the Effective Time, whether or not exercisable and whether or not vested at the Effective Time, shall remain outstanding at the Effective Time. At the Effective Time, Target Warrants shall, by virtue of the Merger and in accordance with without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “any of Target Warrants”), be assumed by Acquiror and each Target Warrants Warrant assumed by Acquiror shall become be exercisable into Parent stock in accordance with their terms. Parent acknowledges upon the same terms and shall assume the obligations conditions as under the applicable warrant agreements with respect to such Target Warrants and under Warrants, except that (A) each warrant indenture governing the Target Warrants (the “such Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a that whole number of Parent shares of Acquiror Common Shares equal Stock (rounded down to the product nearest whole share) into which the number of (x) the aggregate number shares of Target Common Shares issuable in respect of Stock subject to such Target Warrants immediately prior to the Effective Time multiplied by Warrant would be converted under Section 2.1(c), and (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (iB) the exercise price per share of Acquiror Common Stock shall be an amount equal to the exercise price per share of Target Warrants Common Stock subject to such Target Warrant in effect immediately prior to the Effective Time, Time divided by the applicable Exchange Ratio (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of per share, so determined, being rounded to the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrantnearest full cent). From and after the Effective Time, Parent all references to Target in the warrant agreements underlying Target Warrants shall comply be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.5(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with all the holders of Target Warrants to effectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall (i) on or prior to the Effective Time, reserve for issuance the number of shares of Acquiror Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("ACQUIROR WARRANTS") pursuant to this Section 6.5(d), (ii) from and after the Effective Time, upon exercise of the Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and conditions set forth in (iii) as promptly as practicable following the Effective Time, issue to each such Assumed Warrant, including holder of an outstanding Target Warrant a document evidencing the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofforegoing assumption by Acquiror.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target Systinet shall take all such action as may be necessary use its commercially reasonable efforts to cause obtain from each holder of a then outstanding and unexpired and unexercised option to purchase Target shares of Systinet Common Shares Stock (a the “Target Stock OptionSystinet Options”) granted under Target’s 2005 Nonqualified Stock the Systinet Option PlanPlan (as defined in Section 2.2) that is then exercisable and vested (including those that become exercisable and vested as a result of the consummation of the Merger) an agreement, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at effective upon consummation of the Effective Time into options (the “Substituted Options”) Merger, to purchase a number of Parent Common Shares (rounded down cancel such Systinet Option to the nearest whole number extent it is then exercisable and vested (including those that become exercisable and vested as a result of Parent Common Sharesthe consummation of the Merger) in consideration of payment to such holder of an amount in cash in respect thereof equal to the product of (xi) the aggregate number excess, if any, of Target the Common Shares purchasable pursuant to such Target Stock Option immediately prior to Price Per Share over the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the share exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent thereof and (ii) Parent shall assume all the number of Target’s obligations with respect then exercisable and vested (including those that become exercisable and vested as a result of the consummation of the Merger) shares of Systinet Common Stock subject thereto (such payment to be net of applicable withholding taxes). The Systinet Options subject to the Target Stock Options as so amended. Substitution of agreements described in the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated preceding sentence shall be referred to as the grant of new stock options“Cash Out Options.” (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive Upon consummation of the operation of Merger, each then outstanding Systinet Option granted under the early termination provisions of such Target Systinet Stock Options) or (ii) six months after the Closing DatePlan that is not a Cash Out Option shall be assumed by Mercury in accordance with Section 4.9 hereof. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and Systinet shall use its reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms obtain from each holder of each a then outstanding warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants Systinet (the “Target Warrant IndenturesSystinet Warrants”) an agreement, to issue Parent Common Shares be effective upon exercise consummation of the Merger, to cancel such Target Warrants and, if required by the Target Systinet Warrant Indentures, shall issue a warrant certificate in consideration of payment to each such holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares an amount in cash in respect thereof equal to the product of (i) the excess, if any, of the Common Price Per Share over the per share exercise price thereof and (ii) the number of shares of Systinet Common Stock subject thereto (such payment to be net of applicable withholding taxes). The Systinet Warrants subject to the agreement described in the preceding sentence shall be referred to as the “Cash Out Warrants.” (d) Payment of the consideration for each Cash Out Option and Cash Out Warrant shall be made as follows: (i) At the Closing, a portion of such consideration (before any required tax withholding) equal to the product obtained by multiplying (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied consideration by (y) a fraction, the Exchange Ratio (numerator of which shall be the “Assumed Warrants”) and that the exercise price amount of the Assumed Warrants will equal (i) Escrow Fund and the exercise price denominator of which shall be the Target Warrants Merger Consideration shall be included in effect immediately prior the Escrow Fund delivered by Mercury to the Effective Time, divided Escrow Agent as contemplated by Section 1.4(d)(x); and (ii) Within 10 business days after Closing, Mercury shall deliver to the Exchange Ratio. Each Assumed holder of such Cash Out Option and Cash Out Warrant shall, consistent with the terms remainder of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofconsideration.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option granted by the Company to purchase Target shares of Company Common Shares Stock (each a “Target Stock Company Option”) granted under Targetpursuant to any stock option plan, program or arrangement of the Company, including, without limitation, the Company’s 2005 Nonqualified 1996 Employee Stock Option Plan, Plan (as amended amended) and 1996 Stock Plan for Non-Employee Directors (collectively, the “Target Company Option Plans”), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Company Option Plan(hereinafter, “Assumed Option”) subject to be automatically converted the terms of the applicable Company Option Plan and the agreement evidencing the grant thereunder of such Assumed Option (other than the provisions thereof providing for termination of such Assumed Option at the Effective Time into options Time); provided, however, that (i) the “Substituted Options”) to purchase a number of shares of Parent Common Shares (rounded down to the nearest whole number Stock purchasable upon exercise of Parent Common Shares) such Assumed Option shall be equal to the product of (x) the aggregate number of Target shares of Company Common Shares Stock that were purchasable pursuant to under such Target Stock Company Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price Ratio, and rounded up to the nearest whole centshare, (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio, and rounding to the nearest whole cent and (iii) such Assumed Option shall not terminate if the holder ceases to be a director, officer, employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries), unless the applicable Company Option was issued after December 8, 2004, in which case such Assumed Option shall terminate (A) immediately upon the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries) terminating its employment or retention of such holder for “Cause” (as defined in the applicable Company Option Plan) or (B) otherwise, 60 days after the holder ceases to be a director, officer, employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). Such Substituted In the case of any Assumed Option shall otherwise be subject that is an “incentive stock option” (as defined in Section 422 of the Code), the exercise price, the number of shares of Parent Common Stock purchasable pursuant to the same terms such Assumed Option and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of exercise of such option shall be determined in order to comply, to the Substituted Optionsfullest extent possible, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant with Section 424(a) of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was grantedCode. Prior to the Effective Time, Target Parent shall make prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or other appropriate form) registering all necessary amendments under the Target shares of Parent Common Stock Option Plan subject to provide that no further awards the Assumed Options, and such registration statement shall be made thereunder following kept effective (and the Closing. At and after current status of the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target prospectus or prospectuses required thereby shall be deemed to refer to Parent and (iimaintained) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated long as the grant of new stock optionsany Assumed Option remains outstanding. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are If the Company Warrant is not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts exercised prior to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and Parent shall assume the Company Warrant in accordance with its terms at the Effective Time by executing a supplemental agreement with the holder of the Company Warrant in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Company Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding Option, whether or not exercisable, will be assumed by Purchaser. Each Option so assumed by Purchaser under this Agreement will continue to have, and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectivelybe subject to, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option same terms and conditions set forth in Ventures' 1996 Equity Incentive Plan immediately prior to the Effective Time multiplied and the stock option agreement by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent evidenced, except that (1) each Option will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent be exercisable (or will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and become exercisable in accordance with the terms its terms) for that number of each warrant to purchase Target whole shares of Purchaser Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time Stock (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants andincluding Escrow Shares, if required by applicable) into which the Target Warrant Indentures, shall issue a warrant certificate shares of Ventures Common Stock subject to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any option would have been converted pursuant to Section 1.6(a) if such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable option had been exercised in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect its entirety immediately prior to the Effective Time, divided by rounded down to the nearest whole share of Purchaser Common Stock, and (ii2) the Exchange Ratio. Each Assumed Warrant shallper share exercise price for the shares of Purchaser Common Stock issuable upon exercise of such Option will be equal to the quotient determined by dividing (A) the aggregate exercise price of such option, consistent with less any cash in lieu of a fractional share to which the terms holder of the Target Warrants and Target Warrant Indentures, contain appropriate provision Option would have been entitled had such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation Option been exercised immediately prior to such Target Warrant. From and after the Effective Time, Parent shall comply with all by (B) the number of shares of Purchaser Common Stock issuable upon exercise of such Option pursuant to clause (1) above, and rounding the resulting exercise price up to the nearest whole cent. As soon as practicable following the Effective Time, Purchaser will issue to each holder of an Option a notice describing the foregoing assumption of such Option by Purchaser. (b) At the Effective Time, each outstanding Warrant will be assumed by Purchaser. Each Warrant so assumed by Purchaser under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the warrant agreement by which it is evidenced, except that (1) each Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Purchaser Common Stock (including Escrow Shares, if applicable) into which the shares of Ventures Series A Preferred Stock subject to such Assumed Warrantwarrant would have been converted pursuant to Section 1.6(a) if such warrant had been exercised in its entirety immediately prior to the Effective Time, including rounded down to the obligation to issue nearest whole share of Purchaser Common Stock, and (2) the Parent per share exercise price for the shares of Purchaser Common Shares contemplated thereby Stock issuable upon exercise thereofof such Warrant will be equal to the quotient determined by dividing (A) the aggregate exercise price of such warrant, less any cash in lieu of a fractional share to which the holder of the Warrant would have been entitled had such Warrant been exercised immediately prior to the Effective Time, by (B) the number of shares of Purchaser Common Stock issuable upon exercise of such Warrant pursuant to clause (1) above, and rounding the resulting exercise price up to the nearest whole cent. As soon as practicable following the Effective Time, Purchaser will issue to each holder of a Warrant a notice describing the foregoing assumption of such Warrant by Purchaser. (c) Purchaser will, within fifteen (15) business days after the Closing, file a registration statement on Form S-8 covering the shares of Purchaser Common Stock issuable upon exercise of the assumed Options and deliver prospectuses relating thereto to the holders thereof in accordance with the rules and regulations of the SEC.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target the Board of Directors shall make all adopt such resolutions and take such other actions as are required to approve and effect the matters contemplated by this Section 1.7. The Company shall use its best efforts to obtain any necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution consents of the Target Stock holders of Options for the Substituted Options will occur in compliance with Code and Warrants (each as defined below) to effect this Section 409A so that the substitution avoids being treated as the grant of new stock options1.7. (b) Target The Company shall take all necessary steps to ensure that each option to acquire shares of capital stock of the Company (“Option”) that has been granted under the Company’s 1992 Stock Options held by independent directors of Target Option Plan, 1993 Non-Employee Directors Stock Option Plan, 1993 Employee Stock Purchase Plan and the 1999 Non-Statutory Stock Option Plan (each, as defined by applicable Lawamended and in effect on the date hereof, the “Option Plans”), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Optionotherwise, and the Parent Common Shares underlying such Substituted Option, Parent shall, is outstanding as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts of immediately prior to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target Capital Stock, that are issued and is outstanding as of immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price become fully exercisable or “vested” for a period of the Target Warrants in effect immediately at least 10 days prior to the Effective Time, divided by contingent upon the occurrence of the Effective Time, with respect to the 1999 Non-Statutory Stock Option Plan and (ii) with respect to the other Option Plans, at the Effective Time to the extent unexercised, automatically shall be cancelled and converted into the right to receive, upon compliance with the provisions noted below, a lump sum cash payment in an amount equal to the product of the following: (i) the excess, if any, of the Per Share Merger Consideration payable per Share over the per share exercise price of each Share subject to such Option or Warrant, multiplied by (ii) the Exchange Ratio. Each Assumed number of shares of Capital Stock covered by such Option or Warrant, and in each case less applicable taxes required to be withheld pursuant to Section 1.8(g). (c) If, in accordance with Section 1.7(b)(i), the Per Share Merger Consideration payable per Share is less than the per share exercise price of any Option or Warrant, then any such Option or Warrant shallshall automatically be cancelled without any consideration as of the Effective Time. (d) As of the Effective Time, consistent each of the Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of securities or rights to acquire securities of the Company shall be terminated and cancelled (without any liability on the part of Eastern or the Surviving Corporation other than as expressly set forth in this Section 1.7). (e) No party to this Agreement shall be liable to any holder of any Option or Warrant for any cash delivered to a public official pursuant to and in accordance with any abandoned property, escheat or similar Law. (f) The Company and the Board of Directors shall take any and all actions (including, but not limited to, giving requisite notices to, and using their best efforts to obtain all necessary consents from, holders of Options and Warrants advising them of such cancellations and any rights pursuant to this Section 1.7 and Section 1.8) as are necessary to (i) fully advise holders of Options of their rights under the Option Plans or otherwise and the Options in connection with the Merger and the rights of holders of Warrants of their rights under the Warrants in connection with the Merger, and (ii) effectuate the provisions of this Section 1.7 and Section 1.8 under the terms of the Target Warrants Option Plans or other Option-related agreements and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target WarrantWarrants. From and after the Effective Time, Parent shall comply with all of the terms and conditions other than as expressly set forth in each such Assumed Warrantthis Section 1.7 and Section 1.8, including no holder of an Option or Warrant shall have any rights in respect thereof other than to receive payment (if any) for the Options or Warrants as set forth in this Section 1.7, and neither Eastern nor the Surviving Corporation shall have any liability or obligation under any of the Option Plans or, other than the obligation to issue make any required payment set forth in this Section 1.7, with respect to the Parent Common Shares contemplated thereby upon exercise thereofOptions or Warrants. (g) Any payment to be made to a holder of any Option or Warrant in accordance with this Section 1.7 and Section 1.8 shall be subject to Eastern’s prior receipt of (i) the Option or Warrant, as the case may be, for cancellation or delivery of an instrument reasonably satisfactory to Eastern effecting the cancellation of the Option or Warrant, as the case may be, and (ii) written instructions from the holder of such Option or Warrant specifying the Person to whom payment should be made and the address where such check should be sent, or appropriate wire transfer instructions. Upon receipt of such items, Eastern shall direct the Paying Agent to make any such payment in respect of such Option or Warrant. Until surrendered in accordance with the provisions of this Section 1.7, each Option and Warrant shall represent for all purposes after the Effective Time only the right to receive the payments, if any, pursuant to this Section 1.7 and Section 1.8.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target shares of Insmed Common Shares Stock (a “Target an "Insmed Stock Option”" or collectively, "Insmed Stock Options") granted under Target’s 2005 Nonqualified whether vested or unvested, shall be assumed by Parent (all of such plans or agreements pursuant to which any Insmed Stock Option Planhas been issued or may be issued are referred to collectively as the "Insmed Plans"). To effect that assumption, as amended (collectively, the “Target each Insmed Stock Option Plan”) shall be replaced with an option to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to acquire, on the same terms and conditions, including vesting and expiry date, conditions as the Target were applicable under such Insmed Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditionsOption, the date same number of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number shares of Parent Common Shares equal Stock as the holder of such Insmed Stock Option would have been entitled to receive pursuant to the product of (x) the aggregate number of Target Common Shares issuable Exchange had such holder exercised such option in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect full immediately prior to the Effective Time, at a price per share equal to (y) the aggregate exercise price for the shares of Insmed Common Stock otherwise purchasable pursuant to such Insmed Stock Option divided by (iiz) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms number of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions shares of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation Parent Common Stock purchasable pursuant to such Target Warrant. From replacement option pursuant to this Section 4.3 rounded up to the nearest one tenth of a cent; provided, however, that in the case of any ISOs, the option price, the number of shares purchasable pursuant to such option and after the Effective Time, Parent shall comply with all of the terms and conditions set forth of exercise of such option shall be determined in each order to comply with section 424(a) of the Code rounded up to the nearest one tenth of a cent. Parent shall make such Assumed Warrantassumption in such manner that (i) Parent is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to such Insmed Stock Option, including Parent would be such a corporation were Section 424 of the obligation Code applicable to issue the Parent Common Shares contemplated thereby upon exercise thereofsuch Insmed Stock Option.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary NSC's obligations with respect to cause each outstanding and unexpired and unexercised option to purchase Target shares of NSC Common Shares Stock (a “Target Stock Option”"NSC Options") granted under Target’s 2005 Nonqualified NSC's Stock Option Plan, as amended (collectivelywhether vested or unvested, will be assumed by Azurel. Each NSC Option so assumed by Azurel under this Agreement shall be subject to the “Target same terms and conditions set forth in NSC's Stock Option Plan”) Plan as in effect immediately prior to be automatically converted at the Effective Time into options Time, and (the “Substituted Options”i) to purchase a such NSC Option will be exercisable for that number of Parent shares of Common Shares (rounded down to the nearest whole number of Parent Common Shares) Stock equal to the product of (x) the aggregate number of Target shares of NSC Common Shares Stock that were purchasable pursuant to under such Target Stock NSC Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Common Stock, and (yii) the Exchange Ratio at a per share exercise price per Parent for the shares of Common Share Stock issuable. upon exercise of such assumed NSC Option will be equal to the quotient determined by dividing the exercise price per Target share of NSC Common Share specified in the Target Stock Option divided by the Exchange Ratio (at which such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock NSC Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the, nearest whole cent. Following the Effective Time, Azurel will send to each holder of an assumed NSC Option a written notice setting forth (collectivelyi) the number of shares of Common Stock that are subject to such assumed NSC Option, and (ii) the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent exercise price per share of Common Shares Stock issuable upon exercise of such Target Warrants andassumed NSC Option.. In addition, if required by the Target Warrant Indentures, Azurel shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent file with the terms SEC, no, later than coincident with the effectiveness of the Target Warrants and Target Warrant Indentures, a registration statement on Form S-8 registering the exercise of any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal NSC Options assumed by Azurel pursuant to this. Section 6.5 (to the product of (x) extent the aggregate number of Target Common Shares issuable in respect exercise of such Target Warrants immediately prior options is eligible to be registered using a Form S-8 registration statement). (b) It is the intention of the parties that NSC Options assumed by Azurel qualify following the Effective Time multiplied by as incentive stock options as defined in the Code (y"ISO's") to the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately extent such NSC Options qualified as ISO's prior to the Effective Time, divided by . (iic) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms Azurel will reserve sufficient shares of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision Azurel Common Stock for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofissuance under this Section 5.5.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target shares of GEXA Common Shares Stock that is listed in Section 2.3(a) of the Disclosure Schedule (a “Target Stock Option”) granted under Target’s 2005 Nonqualified and each outstanding warrant to purchase shares of GEXA Common Stock that is listed in Section 2.3(a) of the Disclosure Schedule (a “Warrant”), in each case, whether vested or unvested, shall be assumed by FPL Group. At the Effective Time, each Stock Option Planand Warrant shall be deemed, without further action on the part of FPL Group or the holders of such Stock Options or Warrants, to constitute an option or warrant, as amended (collectivelyapplicable, to acquire, on the “Target same terms and conditions as were applicable under such Stock Option Plan”or Warrant (except to the extent that such terms and conditions may be altered in accordance with their terms as a result of the transactions contemplated hereby including accelerated vesting of Stock Options and Warrants which shall occur by virtue of consummation of the Merger to the extent required with respect to the Stock Options and Warrants set forth in Section 3.1(c) of the GEXA Disclosure Schedule), shares of FPL Group Common Stock in such amount and at the exercise price provided below: (i) the number of shares of FPL Group Common Stock to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a number of Parent Common Shares (rounded down subject to the nearest whole number of Parent Common Shares) Stock Option or Warrant shall be equal to the product (rounded to four decimal points) of (x) the aggregate number of Target shares of GEXA Common Shares purchasable pursuant Stock subject to the Stock Option or Warrant and (y) the Exchange Ratio; (ii) the exercise price per share of each Stock Option or Warrant shall be an amount (rounded to the nearest $0.01) equal to (x) the exercise price per share of GEXA Common Stock subject to such Target Stock Option immediately prior to the Effective Time multiplied or Warrant divided by (y) the Exchange Ratio at a price per Parent Common Share equal to Ratio; and (iii) in accordance with the terms of the Stock Option Agreements under which the Stock Options were issued or the Warrant Agreements under which the Warrants were issued, fractional shares of any assumed Stock Options or Warrants resulting from the adjustments set forth in this Section 2.3(a) shall be eliminated. Notwithstanding the foregoing, in the case of all Stock Options, the exercise price per Target Common Share specified in price, the Target number of shares purchasable pursuant to such Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted such Stock Option shall be deemed to be effected in a manner consistent with the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (irequirements of sections 424(a) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (iih) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsCode. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time Time, FPL Group shall deliver to the holders of Stock Options and Warrants appropriate notices setting forth such holders’ rights pursuant to the respective Stock Option Agreements and Warrant Agreements and that such Stock Options and Warrants and the related Stock Option Agreements and Warrant Agreements shall be assumed by FPL Group and shall continue in no event later than 30 days from effect on the Closing Datesame terms and conditions (subject to the adjustments required by this Section 2.3 after giving effect to the Merger). To the extent required by the terms of any Stock Option Agreement or Warrant Agreement, file GEXA shall provide in a Form S-8 timely fashion to the holders thereof any notice required as a result of this Agreement or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstandingthe transactions contemplated hereby. (dc) At FPL Group shall take all corporate action necessary to reserve for issuance a sufficient number of shares of FPL Group Common Stock for delivery upon exercise of the Stock Options and Warrants assumed in accordance with this Section 2.3. No later than the Effective Time, FPL Group shall prepare and in accordance file a registration statement or registration statements on the appropriate form or forms with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior respect to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges shares of FPL Group Common Stock subject to such Stock Options and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) including an amendment to issue Parent Common Shares upon exercise any of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed WarrantFPL Group’s then existing registration statements, including the obligation Registration Statement) and shall use its reasonable best efforts to issue maintain the Parent effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options and warrants remain outstanding and cause such shares to be listed on NYSE (or such other exchange on which the FPL Group Common Shares contemplated thereby Stock is listed) upon exercise thereofissuance.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause the terms of each outstanding and unexpired and unexercised employee stock option granted by the Company to purchase Target shares of Company Common Shares Stock (a “Target "Company Stock Option”") granted under Target’s 2005 Nonqualified the 2000 Stock Option Plan, as amended (collectively, Incentive Plan of the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options Company (the “Substituted Options”) "Company Incentive Plan"), whether vested or unvested, shall be adjusted as necessary or otherwise amended by action of the Board of Directors of the Company to purchase a number of Parent Common Shares (rounded down to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio provide that, at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target each Company Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectivelyshall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise same number of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number shares of Parent Common Shares equal Stock (the "Parent Stock Options") as the holder of such Company Stock Option would have been entitled to receive pursuant to the product of (x) the aggregate number of Target Common Shares issuable Merger had such holder exercised such Company Stock Option in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect full immediately prior to the Effective Time, divided at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option; provided, however, that, after aggregating all the shares of a holder subject to Company Stock Options, any fractional share of Parent Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share; and provided, further, that in the case of any stock option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code ("qualified stock options"), the option price, the number of shares purchasable pursuant to such option, and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. Schedule 1.7(a) attached hereto sets forth the name of each holder of Company Stock Options, the aggregate number of shares of Company Common Stock which each such person may purchase pursuant to his or her Company Stock Options and the aggregate number of shares of Parent Common Stock which each such person may purchase pursuant to the operation of this Section 1.7(a). In connection with the implementation of this Section 1.7(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 Stock Options to provide that, following the Effective Time, such options shall be exercisable for shares of Parent Common Stock, in accordance with the provisions of this Section 1.7(a). In furtherance of the foregoing, Parent agrees to assume at the Effective Time all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Stock Options and the obligation to issue the number of shares of Parent Common Stock set forth on Schedule 1.7(a) upon the exercise of the Company Stock Options. As of the date hereof, there are outstanding Company Stock Options to purchase approximately 4,000,000 shares of Common Stock, which are exercisable into approximately 4,000,000 shares of Parent Common Stock pursuant to this Section 1.7(a). (i) At the Effective Time, all outstanding warrants issued by the Company to purchase shares of Company Common Stock (the "Company Warrants") that have not been surrendered by the holder thereof in exchange for Company Common Stock, will, at the Effective Time, be deemed be a warrant to acquire the same number of shares of Parent Common Stock as the holder of such Company Warrants would have been entitled to receive pursuant to the Merger had such holder exercised such Company Warrants in full immediately prior to the Effective Time at a price per share of Parent Common Stock equal to the exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Warrant. Schedule 1.7(b)(i) attached hereto sets forth the name of each holder of Company Warrants (the "Parent Warrants"), the type of Company Warrant held by such holder, the aggregate number of shares of Company Common Stock 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 Parent Warrants acquired upon such exchange, conversion or amendment. By its signature hereunder, Parent expressly assumes (a) the obligation to deliver Parent Warrants at the Effective Time to the holders of Company Warrants who have exchanged their Company Warrants for Parent Warrants and (b) the obligation to issue Parent Common Stock to the holders of Parent Warrants, all in accordance with the provisions of this Section 1.7(b)(i). (ii) Without limiting the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms generality of the Target Warrants and Target Warrant Indenturesforegoing, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period Company and the exercise price and provision for adjustment of the exercise price) Parent shall thereafter be maintained in each such Assumed Warrant as nearly equivalent take all corporate actions as may be necessary and desirable in order to effectuate the transactions contemplated by this Section 1.7(b). (c) As soon as practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Incentive Plan and the agreements evidencing the grants of such Company Stock Options and that such Company Stock Options and agreements shall be assumed by Parent and shall continue in effect on the same terms and conditions set forth in each such Assumed Warrant(subject to the adjustments, including if any, required by this Section 1.7 after giving effect to the obligation Merger). (d) Parent shall take all action necessary and appropriate, on or prior to issue the Effective Time, to authorize and reserve a number of shares of Parent Common Shares Stock sufficient for issuance upon the exercise of Parent Stock Options and Parent Warrants following the Effective Time as contemplated thereby by this Section 1.7. (e) Other than the Company Stock Options and the Company Warrants, all options, warrants and rights to purchase Company Common Stock outstanding as of the Effective Date will be exercised or terminated prior to or effective upon exercise thereofthe Effective Time, and neither Parent nor Acquisition Corp. shall assume or have any obligation with respect to such options, warrants or rights.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary Predix’s obligations with respect to cause each outstanding and unexpired and unexercised option to purchase Target shares of Predix Common Shares Stock (each, a “Target Stock Predix Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (” and collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Predix Options”) under the Predix Stock Plans, whether vested or unvested, will be assumed by EPIX. Each Predix Option so assumed by EPIX under this Agreement shall be subject to purchase a substantially the same terms and conditions set forth in the Predix Stock Plans (which plans shall be adopted upon substantially the same terms and conditions by EPIX) or agreement pursuant to which such Predix Option was issued as in effect immediately prior to the Effective Time, except as follows (A) (i) such Predix Option will be exercisable for that number of Parent shares of EPIX Common Shares (rounded down to the nearest whole number of Parent Common Shares) Stock equal to the product of (x) the aggregate number of Target shares of Predix Common Shares Stock that were purchasable pursuant to under such Target Stock Predix Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of EPIX Common Stock, and (yii) the Exchange Ratio at a per share exercise price per Parent for the shares of EPIX Common Share Stock issuable upon exercise of such assumed Predix Option will be equal to the quotient determined by dividing the exercise price per Target share of Predix Common Share specified in the Target Stock Option divided by the Exchange Ratio (at which such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Predix Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding exercisable immediately prior to the Effective Time by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent and (collectively, B) each Predix Option shall entitle the “Target Warrants”), Target Warrants shall become exercisable into Parent stock holder thereof at the Effective Time the right to receive in cash such holder’s pro rata portion of the Milestone Payment in accordance with their termsSection 1.8. Parent acknowledges Following the Effective Time, EPIX will send to the holders of the assumed Predix Options a written notice setting forth (i) the number of shares of EPIX Common Stock that are subject to such assumed Predix Option, and shall assume (ii) the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent exercise price per share of EPIX Common Shares Stock issuable upon exercise of such Target Warrants andassumed Predix Option. In addition, if required by the Target Warrant Indentures, EPIX shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent file with the terms of the Target Warrants and Target Warrant IndenturesSEC, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of no later than ninety (x90) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and days after the Effective Time, Parent a registration statement on Form S-8 registering the exercise of any Predix Options issued under the Predix Stock Plans assumed by EPIX pursuant to this Section 5.5 (to the extent the exercise of such options is eligible to be registered using a Form S-8 registration statement). (b) EPIX and Predix shall comply with take all action that may be reasonably necessary to effectuate the provisions of this Section 5.5. The Predix Options assumed by EPIX shall retain their existing vesting schedules following the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofEffective Time.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target shares of Celtrix Common Shares Stock (a “Target "Celtrix Stock Option”" or collectively, "Celtrix Stock Options") granted under Target’s 2005 Nonqualified as fully identified on Schedule 5.9(i) of the Celtrix Disclosure Letter, whether vested or unvested, shall be assumed by Parent (all of such plans or agreements pursuant to which any Celtrix Stock Option Planhas been issued or may be issued are referred to collectively as the "Celtrix Plans"). To effect that assumption, each Celtrix Stock Option shall be replaced with an option to acquire, on the same terms and conditions as amended (collectivelywere applicable under such Celtrix Stock Option, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase a same number of shares of Parent Common Shares (rounded down Stock as the holder of such Celtrix Stock Option would have been entitled to receive pursuant to the nearest whole number of Parent Common Shares) equal to the product of (x) the aggregate number of Target Common Shares purchasable pursuant to Merger had such Target Stock Option holder exercised such option in full immediately prior to the Effective Time multiplied by Time, at a price per share equal to (y) the Exchange Ratio at a price per Parent Common Share equal to the aggregate exercise price per Target for the shares of Celtrix Common Share specified in the Target Stock otherwise purchasable pursuant to such Celtrix Stock Option divided by (z) the Exchange Ratio (number of full shares of Parent Common Stock purchasable pursuant to such price replacement option pursuant to this Section 2.4 rounded up to the nearest whole cent; provided, however, that in the case of any option to which section 421 of the Code applies by reason of its qualification under section 422 of the Code ("incentive stock options" or "ISOs"). Such Substituted Option shall otherwise be subject , the option price, the number of shares purchasable pursuant to the same terms such option and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation exercise of such option shall be determined in order to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant comply with section 424(a) of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior Code rounded up to the Effective Time, Target nearest whole cent. Parent shall make all necessary amendments under the Target Stock Option Plan to provide such assumption in such manner that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related Parent is a corporation "assuming a stock option agreements in a transaction to Target shall be deemed to refer to Parent and (iiwhich Section 424(a) Parent shall assume all applies" within the meaning of Target’s obligations with respect to the Target Stock Options as so amended. Substitution Section 424 of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after to the Closing Date. (c) In respect extent that Section 424 of each Substituted Option, and the Parent Common Shares underlying Code does not apply to such Substituted Celtrix Stock Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file would be such a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms corporation were Section 424 of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation Code applicable to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofCeltrix Stock Option.

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary Pentose's obligations with respect to cause each outstanding and unexpired and unexercised option or warrant to purchase Target Shares of Pentose Common Shares Stock (each, a “Target "Pentose Option") under the Pentose Stock Option”Option Plan or pursuant to the Warrants whether vested or unvested, will be assumed by Vitex. Each Pentose Option so assumed by Vitex under this Agreement shall continue to have, and be subject to, substantially the same terms and conditions set forth in the Pentose Stock Option Plan (which shall be adopted upon substantially the same terms and conditions by Vitex) granted under Target’s 2005 Nonqualified (the "Adopted Employee Stock Option Plan, ") and the agreement or Warrant pursuant to which such Pentose Option was issued as amended (collectively, the “Target Stock Option Plan”) in effect immediately prior to be automatically converted at the Effective Time into options Time, except that (the “Substituted Options”i) to purchase a such Pentose Option will be exercisable for that number of Parent Shares of Vitex Common Shares (rounded down to the nearest whole number of Parent Common Shares) Stock equal to the product of (x) the aggregate number of Target Shares of Pentose Common Shares purchasable pursuant to Stock that were purchasable, including those not yet vested, under such Target Stock Pentose Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price Ratio, rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditionsnumber of Shares of Vitex Common Stock, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all the per share exercise price for the shares of Target’s obligations with respect Vitex Common Stock issuable upon exercise of such assumed Pentose Option will be equal to the Target quotient determined by dividing the exercise price per share of Pentose Common Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of at which such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding Pentose Option was exercisable immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant IndenturesExchange Ratio, shall issue a warrant certificate and rounding the resulting exercise price up to each holder of Target Warrants confirming such assumption. Consistent with the terms nearest whole cent. (b) It is the intention of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide parties that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to Pentose Options assumed by Vitex qualify following the Effective Time multiplied by as incentive stock options as defined in the Code (y"ISO's") to the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately extent such Pentose Options qualified as ISO's prior to the Effective Time, divided by . (iic) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after After the Effective Time, Parent shall comply with all Vitex will issue to each holder of an outstanding Pentose Option a document evidencing the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent foregoing assumption by Vitex. (d) Vitex will reserve sufficient shares of Vitex Common Shares contemplated thereby upon exercise thereofStock for issuance under this Section 5.05 hereof.

Stock Options and Warrants. At the Effective Date of the Merger, the Avanex-California 1998 Stock Plan (athe "Plan"), and all options and stock purchase rights relating to Common Stock (each a "Avanex Option") then outstanding under such plan, and all rights to acquire stock pursuant to any outstanding warrants of Avanex-California (each a "Avanex Warrant"), or otherwise, shall be assumed by Avanex-Delaware in accordance with provisions described below. (i) At the Effective TimeDate of the Merger, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired unexercised option, warrant and unexercised option other right to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Planshares of capital stock of Avanex-California shall be assumed by the Surviving Corporation and shall become an option, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) warrant or right to purchase a number of Parent Common Shares shares equal to 1.5 times that number of shares subject to Avanex-California's option (rounded down to the nearest whole number of Parent Common Shares) equal to share), at the product of (x) the aggregate number of Target Common Shares purchasable pursuant to such Target Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio at a exercise price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided of Avanex-California's option multiplied by the Exchange Ratio 2/3 (such price rounded up to the nearest whole cent). Such Substituted Option ) and each existing and effective employee stock benefit plan of Avanex-California (the "Stock Plans") shall otherwise similarly be subject to assumed by the same terms Surviving Corporation for all intents and conditions, including vesting and expiry date, purposes as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Optionsif such plan, including the obligation to issue reservation of shares of Common Stock for issuance pursuant thereto (multiplied by 1.5), had been originally adopted and authorized by the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and Surviving Corporation. (ii) Parent Each Avanex Option and Avanex Warrant so assumed by Avanex-Delaware under this Agreement shall assume all of Target’s obligations with respect continue to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Optionhave, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectivelybe subject to, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the same terms and conditions set forth in the Plan and/or as provided in the respective agreements governing such Avanex Option or Avanex Warrant immediately prior to the Effective Date of the Merger. (iii) It is the intention of the parties that the Avanex Options assumed by Avanex-Delaware qualify following the Effective Date of the Merger as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent the Avanex Options qualified as incentive stock options immediately prior to the Effective Date of the Merger. (iv) Promptly following the Effective Date of the Merger, Avanex-Delaware will issue to each holder of an outstanding Avanex Option and Avanex Warrant a document evidencing the foregoing assumption of such Assumed WarrantAvanex Option and Avanex Warrant by Avanex-Delaware. (v) At the Effective Date of the Merger, including the obligation Avanex-California shall assign to issue the Parent Avanex-Delaware any and all rights of repurchase pertaining to shares of Avanex-California Common Shares contemplated thereby Stock issued upon exercise thereofof stock options, pursuant to stock purchase agreements or otherwise.

Stock Options and Warrants. (a) In accordance with the terms of the Company’s 2000 Stock Incentive Plan (the “2000 PLAN”) and the Company’s 2001 Stock Incentive Plan (the “2001 PLAN” and, together with the 2000 Plan, the “COMPANY STOCK PLANS”) and the related option agreements, each outstanding stock option (each, an “OPTION”) granted under the Company Stock Plans with an exercise price equal to or less than $4.66 (the “IN-THE-MONEY OPTIONS”) shall accelerate and be exercisable in full immediately prior to the Effective Time. At the Effective Time, Parent and Target shall take all such action as may be necessary each holder of an In-The-Money Option that has not been exercised prior to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) shall be entitled to purchase receive, in respect of each Share subject to all In-The-Money Options then held by such holder, a number of Parent Common Shares (rounded down to the nearest whole number shares of Parent Common Shares) Stock equal to the product remainder of (i) (A) the Share Exchange Ratio multiplied by (B) the aggregate number of Shares underlying all In-The-Money Options held by such holder minus (ii) (x) the aggregate number exercise price of Target Common Shares purchasable pursuant to all of such Target Stock Option immediately prior to the Effective Time multiplied holder’s In-The-Money Options divided by (y) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants $24.60 (the “Target Warrant IndenturesSIGNING PRICE”) to issue Parent Common Shares ). Immediately upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms conversion of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number In-The-Money Options into the right to receive shares of Parent Common Shares equal Stock pursuant to this Section 2.4(a), the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio In-The-Money Options shall terminate. The Options that are not In-The-Money Options (the “Assumed WarrantsUNDERWATER OPTIONS”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect shall terminate immediately prior to the Effective Time, divided by (ii) in the Exchange Ratiocase of Options outstanding under the 2001 Plan, and at the Effective Time, in the case of Options outstanding under the 2000 Plan. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) No Options shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and exercisable at any time after the Effective Time. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to In-The-Money Options. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(a), Parent in lieu thereof, the holder of such In-The-Money Options shall comply receive cash in accordance with all Section 2.2(c). (b) At the Effective Time, the holder of the terms and conditions set forth Warrant shall be entitled to receive, in respect of each such Assumed WarrantShare subject to the Warrant (as defined below), including the obligation to issue the a number of shares of Parent Common Stock equal to the remainder of (i) (A) the Share Exchange Ratio multiplied by (B) the aggregate number of Shares contemplated thereby underlying the Warrant minus (ii) (x) the aggregate exercise price of the Warrant divided by (y) the Signing Price. Immediately upon exercise the conversion of the Warrant into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(b), the Warrant shall terminate. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to the Warrant. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(b), in lieu thereof, the holder of the Warrant shall receive cash in accordance with Section 2.2(c). Prior to or as of the date hereof, the holder of the Warrant has agreed with the Company in writing to the effect of the Merger on the Warrant as described in this Section 2.4(b). For purposes hereof, “WARRANT” shall mean the Stock Purchase Warrant dated November 9, 2000 issued by the Company to M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP.

Stock Options and Warrants. (a) In accordance with the terms of the Company's 2000 Stock Incentive Plan (the "2000 Plan") and the Company's 2001 Stock Incentive Plan (the "2001 Plan" and, together with the 2000 Plan, the "Company Stock Plans") and the related option agreements, each outstanding stock option (each, an "Option") granted under the Company Stock Plans with an exercise price equal to or less than $4.66 (the "In-The-Money Options") shall accelerate and be exercisable in full immediately prior to the Effective Time. At the Effective Time, Parent and Target shall take all such action as may be necessary each holder of an In-The-Money Option that has not been exercised prior to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) to be automatically converted at the Effective Time into options (the “Substituted Options”) shall be entitled to purchase receive, in respect of each Share subject to all In-The-Money Options then held by such holder, a number of Parent Common Shares (rounded down to the nearest whole number shares of Parent Common Shares) Stock equal to the product remainder of (i) (A) the Share Exchange Ratio multiplied by (B) the aggregate number of Shares underlying all In-The-Money Options held by such holder minus (ii) (x) the aggregate number exercise price of Target Common Shares purchasable pursuant to all of such Target Stock Option immediately prior to the Effective Time multiplied holder's In-The-Money Options divided by (y) $24.60 (the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent"Signing Price"). Such Substituted Option shall otherwise be subject to Immediately upon the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all conversion of the terms and conditions of In-The-Money Options into the Substituted Options, including the obligation right to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for as long as any Substituted Options remain outstanding. (d) At the Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number receive shares of Parent Common Shares equal Stock pursuant to this Section 2.4(a), the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio In-The-Money Options shall terminate. The Options that are not In-The-Money Options (the “Assumed Warrants”"Underwater Options") and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect shall terminate immediately prior to the Effective Time, divided by (ii) in the Exchange Ratiocase of Options outstanding under the 2001 Plan, and at the Effective Time, in the case of Options outstanding under the 2000 Plan. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) No Options shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and exercisable at any time after the Effective Time. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to In-The-Money Options. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(a), Parent in lieu thereof, the holder of such In-The-Money Options shall comply receive cash in accordance with all Section 2.2(c). (b) At the Effective Time, the holder of the terms and conditions set forth Warrant shall be entitled to receive, in respect of each such Assumed WarrantShare subject to the Warrant (as defined below), including the obligation to issue the a number of shares of Parent Common Stock equal to the remainder of (i) (A) the Share Exchange Ratio multiplied by (B) the aggregate number of Shares contemplated thereby underlying the Warrant minus (ii) (x) the aggregate exercise price of the Warrant divided by (y) the Signing Price. Immediately upon exercise the conversion of the Warrant into the right to receive shares of Parent Common Stock pursuant to this Section 2.4(b), the Warrant shall terminate. No fractional shares of Parent Common Stock shall be issuable in respect of any Shares subject to the Warrant. To the extent any fractional shares of Parent Common Stock would otherwise be issuable pursuant to this Section 2.4(b), in lieu thereof, the holder of the Warrant shall receive cash in accordance with Section 2.2(c). Prior to or as of the date hereof, the holder of the Warrant has agreed with the Company in writing to the effect of the Merger on the Warrant as described in this Section 2.4(b). For purposes hereof, "Warrant" shall mean the Stock Purchase Warrant dated November 9, 2000 issued by the Company to ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP.

Stock Options and Warrants. (a) At As of the PhoneTel Effective Time, Parent and Target shall take all such action as may be necessary to cause (i) each outstanding and unexpired and unexercised option to purchase Target PhoneTel Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”"PhoneTel Options") to shall be automatically ---------------- converted at the Effective Time into options an -7- option (the “Substituted Options”an "Adjusted PhoneTel Option") to purchase a the number of Parent shares of Davel ------------------------ Common Shares Stock equal to the number of shares of PhoneTel Common Stock subject to such options immediately prior to the PhoneTel Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at an exercise price per share equal to the exercise price for each such share of PhoneTel Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole cent), and all references in each such option to PhoneTel shall be deemed to refer to Davel, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect -------- ------- to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code shall be effected so as not to constitute a modification, extension or renewal of such option under Section 424(a) of the Code, (ii) Davel shall assume the obligations of PhoneTel under the PhoneTel Options, (iii) each outstanding warrant to purchase PhoneTel Common Stock (the "PhoneTel Warrants") shall be converted into a warrant (an ----------------- "Adjusted PhoneTel Warrant") to purchase the number of Parent shares of Davel Common Shares) ------------------------- Stock equal to the product of (x) the aggregate number of Target shares of PhoneTel Common Shares purchasable pursuant Stock subject to such Target Stock Option PhoneTel Warrants immediately prior to the PhoneTel Effective Time multiplied by (y) the Exchange Ratio (rounded to the nearest whole number of shares of Davel Common Stock), at a an exercise price per Parent Common Share share equal to the exercise price per Target for each such share of PhoneTel Common Share specified in the Target Stock Option subject to such PhoneTel Warrant divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option , and all references in each such PhoneTel Warrant to PhoneTel shall otherwise be subject deemed to refer to Davel, where appropriate and (iv) Davel shall assume the same terms and conditions, including vesting and expiry date, as the Target Stock Option in respect obligations of which it is issued. Parent will assume all obligations PhoneTel under the Target Stock PhoneTel Warrants. The other terms of each Adjusted PhoneTel Option Plan as at the Effective Time and from and after the Effective TimeAdjusted PhoneTel Warrant, and the Parent will comply plans or agreements under which they were issued, if any, shall continue to apply in accordance with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereoftheir terms. For purposes of vesting conditions, the The date of grant of the Substituted each Adjusted PhoneTel Option and Adjusted PhoneTel Warrant shall be deemed to be the date on which the corresponding Target Stock PhoneTel Option or PhoneTel Warrant was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target PhoneTel and Davel agree that each of the applicable PhoneTel equity-based compensation plans (the "PhoneTel Stock Options held by independent directors of Target (as defined by applicable LawOption Plans"), who are not officers programs or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive --------------------------- agreements and each of the operation applicable Davel equity-based compensation plans (the "Davel Stock Option Plans") shall be amended, to the extent necessary, to ------------------------ reflect the transactions contemplated by this Agreement, including, without limitation, the conversion of each share of PhoneTel Common Stock held or to be awarded or paid pursuant to such plans, programs or agreements into shares of Davel Common Stock on a basis consistent with the transactions contemplated by this Agreement. PhoneTel and Davel shall submit such amendments to the Davel Stock Option Plans or such PhoneTel Stock Option Plans, programs or agreements to their respective stockholders, if such submission is determined to be necessary by counsel to PhoneTel or Davel after consultation with one another to preserve the benefits of the early termination provisions PhoneTel Options; provided, however, that such -------- ------- approval shall not be a condition to the consummation of the Transactions. No options or other awards shall have been made under any Davel Stock Option Plan, including the Davel Communications, Inc. 2000 Long-Term Equity Incentive Plan (in accordance with the following sentence, the "New Plan"), or any PhoneTel -------- Stock Option Plan at or prior to the PhoneTel Effective Time. Pursuant to Section 7.05 below, the New Plan shall be amended, as of the PhoneTel Effective Time, in substantially the form attached hereto as Exhibit C (the "Amended ------- Plan") to increase the number of options reserved and available for grant under ---- such Target plan, as necessary to permit four percent (4%) of the shares of Davel Common Stock Options) or (ii) six months outstanding immediately after the Closing DatePhoneTel Effective Time, on a fully-diluted basis, and including all shares reserved for grant under the Amended Plan. (c) In respect As of each Substituted Optionthe PhoneTel Effective Time, Davel shall (i) reserve for issuance the number of shares of Davel Common Stock that shall become subject to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options and (ii) issue or cause to be issued the appropriate number of shares of Davel Common Stock pursuant to the Adjusted PhoneTel Warrants and Adjusted PhoneTel Options, upon the exercise or maturation of rights existing thereunder on the PhoneTel Effective Time or as thereafter granted or awarded. No later than the PhoneTel Effective Time, Davel shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 (or other --- appropriate form) registering a number of shares of Davel Common Stock necessary to fulfill Davel's obligations under this Section 2.05. Such registration statement shall be kept effective (and the Parent Common Shares underlying such Substituted Optioncurrent status of the prospectus required thereby shall be maintained), Parent shallif then required by the SEC, as soon as practicable after the Effective Time and in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts to keep such registration statement current for at least as long as any Substituted Adjusted PhoneTel Options remain outstanding. (d) At As soon as practicable after the PhoneTel Effective Time, and in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior Davel shall deliver to the Effective Time (collectively, the “Target Warrants”), Target holders of PhoneTel Options and PhoneTel Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal appropriate notices setting forth (i) such holders' rights pursuant to the exercise price respective plans and agreements evidencing the grants of the Target Warrants in effect immediately prior to the Effective Timerelated PhoneTel Options and PhoneTel Warrants, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms number of the Target Shares of Davel Common Stock for which such holder's Adjusted PhoneTel Options or Adjusted PhoneTel Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period are then exercisable and the exercise price therefor, and provision for adjustment of (iii) that such PhoneTel Options and PhoneTel Warrants and the exercise price) related plans, programs and agreements shall thereafter be maintained assumed by Davel and shall continue in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after effect on the Effective Time, Parent shall comply with all of the same terms and conditions set forth in each such Assumed Warrant, including (subject to the obligation adjustments required by this Section 2.05 after giving effect to issue the Parent Common Shares contemplated thereby upon exercise thereofPhoneTel Merger).

Stock Options and Warrants. (a) At the Effective Time, Parent and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised option to purchase Target Common Shares (a “Target "Company Stock Option”" or collectively "Company Stock Options") granted under Target’s 2005 Nonqualified issued pursuant to the Company's 1998 Stock Option PlanPlan or other agreement or arrangement, whether vested or unvested, and outstanding as amended (collectively, of the “Target Stock Option Plan”) to Effective Time shall be automatically converted at as of the Effective Time into options (the “Substituted Options”) to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "Company Plans." Each Company Stock) the option price, Option shall be deemed the number of shares to constitute an option purchasable pursuant to acquire a number of Parent Common Shares (rounded down to the nearest whole number such option and shares of Parent Common Shares) the terms and Stock equal to the product conditions of (x) the aggregate number of Target Common Shares purchasable exercise of such that the holder of such option shall be Company Stock Option adjusted as necessary would have been in order to comply entitled to receive with Section 424(a) pursuant to the Merger of the Code. had such Target holder exercised such Company Stock Option Option, whether or not vested, in full immediately prior to the Effective Time multiplied by (yrounded to the nearest whole share) the Exchange Ratio at a price per Parent Common Share equal to the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio share (such price rounded up to the nearest whole cent). Such Substituted Option shall ) equal to (i) the aggregate exercise price for the Shares otherwise be subject purchasable pursuant to the same terms and conditions, including vesting and expiry date, as the Target such Company Stock Option divided by (ii) the product of (A) the number of Shares otherwise purchasable pursuant to such Company Stock Option, multiplied by (B) the Exchange Ratio; provided, however, that in respect the case of any option to which it is issued. Parent will assume all obligations Section 421 of the Code applies by reason of its qualification under Section 422 of the Target Stock Option Plan as at Code ("incentive stock options" or "ISOs") the Effective Time option price, the number of shares purchasable pursuant to such option and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation exercise of such option shall be adjusted as necessary in order to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant comply with Section 424(a) of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock optionsCode. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plans and that the agreements evidencing the grants of such options shall continue in effect on the same terms and conditions including vesting and exercisability (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and the Company Stock Options and ensure, to the extent required by and subject to the provisions of such Company Plans, that Company Stock Options that qualified as incentive stock options prior to the Effective Time and continue to qualify as incentive stock options of Parent after the Effective Time. (c) Parent shall cause a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in no event later than 30 days from the Closing Date, file a Form S-8 or other appropriate registration statement and use reasonable efforts accordance with this Section 1.11 to keep such registration statement current be reserved for issuance for as long as any Substituted Options such options remain outstanding. Parent shall (i) within ten (10) business days after the Effective Time, if no registration statement is in effect covering such shares of Parent Common Stock, file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to any Company Stock Options held by Persons who are employees within the meaning of Form S-8 and shall use reasonable commercial efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding and (ii) by the Effective Time, cause such shares of Parent Common Stock to be approved for listing on the Nasdaq National Market, subject to official notice of issuance. (d) At the Effective Time, and the warrant to the purchase Shares issued to Lighthouse Capital Partners II, L.P. by the Company (the "Company Warrant") shall, without any action on the part of the holder, be converted as of the Effective Time into a warrant to purchase shares of Parent Common Stock in accordance with the terms of each warrant to purchase Target Common Shares issued by Target that are issued and outstanding immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofthis Section 1.

Stock Options and Warrants. (a) At As soon as practicable following the Effective Timedate of this Agreement, Parent IOI and Target shall take all such action as may be necessary to cause each outstanding and unexpired and unexercised the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's stock option to purchase Target Common Shares (a “Target Stock Option”) granted under Target’s 2005 Nonqualified Stock Option Planplans, as amended agreements or arrangements (collectively, the “Target Stock Option Plan”"COMPANY OPTION PLANS") or warrants (collectively, the "COMPANY WARRANTS")) shall take such action, and the Company shall obtain all such agreements and consents, if any, as may be required to be automatically converted at effect the following provisions of this Section 2.2. As of the Effective Time each outstanding option held by employees to purchase shares of Company Common Stock pursuant to the Company Option Plans (a "COMPANY STOCK OPTION") shall be assumed by IOI and unexercised options will be converted into options (the “Substituted Options”) to purchase a number shares of Parent IOI Common Shares Stock (rounded down to "ASSUMED STOCK OPTIONS") as follows: (i) In the nearest whole number case of Parent Common Shares) equal to the product of any Assumed Stock Option, (x) the aggregate number of Target shares of IOI Common Shares purchasable pursuant Stock subject to the Assumed Stock Option shall be the number of shares of IOI Common Stock which such Target holder of such Assumed Stock Option would have been entitled to receive in the Merger if such Assumed Stock Option had been exercised for Company Common Stock immediately prior to the Effective Time (taking into account any adjustment provided for under Section 2.1(a)(iv)) and (y) the exercise price payable for a share of IOI Common Stock under the Assumed Stock Option shall be the quotient (truncated to the nearest $.01) of the exercise price per share of Company Common Stock under the Company Stock Option immediately prior to the Effective Time divided by the number of shares of IOI Common Stock into which each share of Company Common Stock is convertible under Section 2.1(a)(i). No fractional shares of IOI Common Stock will be issued upon the exercise of Assumed Stock Options. Any holder of an Assumed Stock Option who would otherwise have been entitled to receive a fraction of a share of IOI Common Stock (after taking into account all Assumed Stock Options exercised by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of IOI Common Stock multiplied by (yii) the average of the daily high and low sales prices, regular way, of one share of IOI Common Stock (rounded to the nearest ten thousandth) on the American Stock Exchange Ratio at a price per Parent Common Share equal (the "AMEX") (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) during the ten consecutive trading day period ending on the second trading day prior to the exercise price per Target Common Share specified in the Target date. (ii) Each Assumed Stock Option divided by the Exchange Ratio (such price rounded up to the nearest whole cent). Such Substituted Option shall otherwise be subject to the same terms expiration date and conditions, including vesting and expiry date, provisions as were applicable to the Target relevant Company Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at the Effective Time and from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed to be the date on which the corresponding Target Stock Option was granted. Prior immediately prior to the Effective Time, Target shall make all necessary amendments under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time, IOI shall deliver to holders of Assumed Stock Options appropriate notice of the terms of such options and other appropriate documents. Promptly after the Effective Time (and in no event later than 30 five (5) business days from thereafter), IOI shall use its reasonable best efforts to prepare and file with the Closing Date, file Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate registration statement form with respect to shares of IOI Common Stock subject to the Assumed Stock Options and use reasonable efforts to keep maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for as so long as any Substituted such Assumed Stock Options remain outstanding. IOI shall take all corporate action necessary to reserve for issuance under an appropriate stock option plan of IOI a sufficient number of shares of IOI Common Stock for delivery upon exercise of the options described above. (db) At As of the Effective Time, and in accordance with the terms of Time each warrant outstanding Company Warrant to purchase Target shares of Company Common Shares issued Stock shall be assumed by Target that are issued IOI and outstanding unexercised warrants will be converted into warrants to purchase shares of IOI Common Stock, Series A Warrants and Series B Warrants ("ASSUMED COMPANY WARRANTS") as follows: (i) In the case of any Assumed Company Warrant, (x) the number of shares of IOI Common Stock and Series A Warrants and Series B Warrants subject to the Assumed Company Warrant shall be the number of shares of IOI Common Stock and Series A Warrants and Series B Warrants which such holder of such Assumed Company Warrant would have been entitled to receive in the Merger if such Assumed Company Warrant had been exercised for Company Common Stock immediately prior to the Effective Time (collectively, taking into account any adjustment provided for under Section 2.1(a)(iv)) and (y) the “Target Warrants”), Target exercise price payable for a share of IOI Common Stock and related Series A Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations Series B Warrant under the Target Warrants and Assumed Company Warrant shall be the quotient (truncated to the nearest $.01) of the exercise price per share of Company Common Stock under the Assumed Company Warrant immediately prior to the Effective Time divided by the number of shares of IOI Common Stock into which each warrant indenture governing share of Company Common Stock is convertible under Section 2.1(a)(i). No fractional shares of IOI Common Stock will be issued upon the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each Assumed Company Warrants. Any holder of Target an Assumed Company Warrant who would otherwise have been entitled to receive a fraction of a share of IOI Common Stock (after taking into account all Assumed Company Warrants confirming exercised by such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indenturesholder) shall receive, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares in lieu thereof, cash (without interest) in an amount equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price such fractional part of the Target Warrants in effect immediately prior to the Effective Time, divided a share of IOI Common Stock multiplied by (ii) the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms average of the Target Warrants daily high and Target Warrant Indentureslow sales prices, contain appropriate provision such that regular way, of one share of IOI Common Stock (rounded to the provisions of each Target Warrant nearest ten thousandth) on the AMEX (including as reported in the exercise period and the exercise price and provision for adjustment New York City edition of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective TimeWall Street Journal or, Parent shall comply with all of the terms and conditions set forth in each such Assumed Warrantif not reported thereby, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereof.another nationally recognized

Stock Options and Warrants. (ai) At the Effective Time, Parent each outstanding Theraclone Stock Option, whether vested or unvested, and Target the Theraclone Stock Incentive Plan shall be assumed by PharmAthene and Theraclone shall take all such corporate action as may be necessary to cause ensure that each outstanding and unexpired and unexercised Theraclone Stock Option shall become an option to purchase Target Common Shares (a “Target Stock Option”) granted acquire, on the same terms and conditions as were applicable under Target’s 2005 Nonqualified the Theraclone Stock Option Plan, as amended (collectively, the “Target Stock Option Plan”) immediately prior to be automatically converted at the Effective Time into options (the “Substituted Options”) to purchase Time, a number of Parent shares of PharmAthene Common Shares (rounded down to the nearest whole number of Parent Common Shares) Stock equal to the product of (x) the aggregate number of Target Theraclone Common Shares purchasable pursuant subject to such Target Theraclone Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number. The exercise price per share of PharmAthene Common Stock for each assumed Theraclone Stock Option will equal the quotient obtained from dividing (x) the exercise price per share for the Theraclone Common Shares purchasable pursuant to the assumed Theraclone Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio at a price per Parent Common Share equal to Ratio, with the exercise price per Target Common Share specified in the Target Stock Option divided by the Exchange Ratio (such price result rounded up to the nearest whole cent). Such Substituted Option Theraclone Stock Options shall otherwise be subject to continue in effect on the same terms and conditionsconditions (including, including if applicable, the vesting arrangements and expiry dateother terms and conditions set forth in the Theraclone Equity Incentive Plan and the applicable stock option agreement) to which they are subject (subject to the adjustments required by this Section 2.1(h) after giving effect to the Merger), as except that all references to Theraclone therein shall be deemed to mean PharmAthene. To the Target extent permitted by applicable Law, all assumed Theraclone Stock Option in respect of which it is issued. Parent will assume all obligations under the Target Stock Option Plan as at Options that prior to the Effective Time and were treated as incentive or non-qualified stock options under the Code shall from and after the Effective Time, and the Parent will comply with all of the terms and conditions of the Substituted Options, including the obligation to issue the Parent Common Shares contemplated thereby upon the exercise thereof. For purposes of vesting conditions, the date of grant of the Substituted Option shall be deemed Time continue to be the date on which the corresponding Target Stock Option was granted. Prior to the Effective Timetreated as incentive or non-qualified stock options, Target shall make all necessary amendments respectively, under the Target Stock Option Plan to provide that no further awards shall be made thereunder following the Closing. At and after the Effective Time, (i) all references in the Target Stock Option Plan and related stock option agreements to Target shall be deemed to refer to Parent and Code. (ii) Parent shall assume all of Target’s obligations with respect to the Target Stock Options as so amended. Substitution of the Target Stock Options for the Substituted Options will occur in compliance with Code Section 409A so that the substitution avoids being treated as the grant of new stock options. (b) Target Stock Options held by independent directors of Target (as defined by applicable Law), who are not officers or directors of Parent on Closing, shall expire on the earlier of (i) the current expiry date of such Target Stock Options (exclusive of the operation of the early termination provisions of such Target Stock Options) or (ii) six months after the Closing Date. (c) In respect of each Substituted Option, and the Parent Common Shares underlying such Substituted Option, Parent shall, as As soon as practicable after the Effective Time and Time, PharmAthene shall deliver to the holders of the Theraclone Stock Options an appropriate notice evidencing the foregoing assumption setting forth the specific adjustments made to the assumed Theraclone Stock Options, as provided in this Section 2.1(h). (iii) PharmAthene shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PharmAthene Common Stock for delivery upon exercise of the Theraclone Stock Options assumed in accordance with this Section 2.1(h). As soon as practicable (but in no event later more than 30 ten (10) business days from after the Closing DateEffective Time), PharmAthene shall file a registration statement on Form S-8 (or other appropriate registration statement any successor form) with respect to the shares of PharmAthene Common Stock subject to such assumed Theraclone Stock Options, and thereafter shall use commercially reasonable efforts to keep such maintain the effectiveness of that registration statement current for as long as any Substituted such assumed Theraclone Stock Options remain outstanding. (div) At Theraclone shall take all requisite action so that, as of the Effective Time, each Theraclone Warrant is converted (as converted, a “Converted Warrant”), by virtue of the Merger and in accordance with without any action on the terms part of each the holder of that Theraclone Warrant, into a warrant exercisable for that number of shares of PharmAthene Common Stock equal to purchase Target the product of (i) the aggregate number of Theraclone Common Shares issued by Target that are issued or Theraclone Preferred Stock, as the case may be, for which such Theraclone Warrant was exercisable and outstanding (ii) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of such Converted Warrant shall be equal to the quotient obtained from dividing (x) the exercise price per share of such Theraclone Warrant immediately prior to the Effective Time (collectively, the “Target Warrants”), Target Warrants shall become exercisable into Parent stock in accordance with their terms. Parent acknowledges and shall assume the obligations under the Target Warrants and under each warrant indenture governing the Target Warrants (the “Target Warrant Indentures”) to issue Parent Common Shares upon exercise of such Target Warrants and, if required by the Target Warrant Indentures, shall issue a warrant certificate to each holder of Target Warrants confirming such assumption. Consistent with the terms of the Target Warrants and Target Warrant Indentures, any such warrant certificate shall provide that such warrant shall be exercisable for a number of Parent Common Shares equal to the product of (x) the aggregate number of Target Common Shares issuable in respect of such Target Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio (Ratio, with the “Assumed Warrants”) and that the exercise price of the Assumed Warrants will equal (i) the exercise price of the Target Warrants in effect immediately prior result rounded up to the Effective Timenearest whole cent. All Converted Warrants shall continue to have, divided by (ii) and be subject to, the Exchange Ratio. Each Assumed Warrant shall, consistent with the terms of the Target Warrants and Target Warrant Indentures, contain appropriate provision such that the provisions of each Target Warrant (including the exercise period and the exercise price and provision for adjustment of the exercise price) shall thereafter be maintained in each such Assumed Warrant as nearly equivalent as may be practicable in relation to such Target Warrant. From and after the Effective Time, Parent shall comply with all of the same terms and conditions set forth in each such Assumed Warrant, including the obligation to issue the Parent Common Shares contemplated thereby upon exercise thereofrespective Theraclone Warrants except as otherwise provided for herein.