Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a).

Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after At the Effective Time, each Option which is outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the adjustments contemplated terms of the Company Stock Plan and stock option agreement by this Section 1.9(a). For all which it is evidenced, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the Company’s Board of Directors administering such Company Stock Plan, (ii) each Option assumed Optionsby Parent may be exercised solely for shares of Parent Common Stock (or cash, other than any Options issued as contemplated by Section 4.4(a) (referred to as if so provided under the "Permitted Options"terms of such Option), each Option shall become an option to acquire a (iii) the number of shares of Buyer Parent Common Stock subject to such Option shall be equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective TimeTime multiplied by 1.54448 (the “Exchange Ratio”), divided and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Common Conversion Exchange Ratio (with any fraction resulting from such division to be rounded and rounding up to the nearest whole cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent shall not be obligated to issue any fraction of a share of Parent Common Stock upon exercise of Options and any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Option shall represent the right to receive a cash payment upon exercise of such converted Option equal to the product of such fraction and the difference between the market value of one share of Parent Common Stock at the time of exercise of such converted Option and the per share exercise price of such converted Option. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 5.15(a). The number , (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of shares purchasable underthe Code, and the exercise price ofregulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and (2) each assumed Permitted Option shall not be adjusted in connection a manner so as to comply with the Merger and shall remain requirements of Section 409A of the same after Code. The Company agrees to take all necessary steps to effectuate the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to foregoing provisions of this Section 1.9(a) and still unexercised5.15(a), other than Permitted Options, the including using its best efforts to obtain from each holder of such assumed a Option shall receive additional options, on any consent or contract or agreement that may be deemed necessary or advisable in order to effect the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options transactions contemplated by this Section 1.9(a5.15(a). Anything in this Agreement to the contrary notwithstanding, Parent shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 5.15(a) to a former holder of a Option who has not delivered such consent or contract or agreement.

Options and Warrants. (a) As of the Effective Time, all options each outstanding option, warrant or other right to purchase acquire shares of Company Common Shares issued by the Stock then outstanding (each, a "Company pursuant to its stock option plans or otherwise ("OptionsStock Option"), whether vested or unvestednot then exercisable, and the Company's stock option plan(s) under which Options have been granted shall be assumed by Parent and converted into an option, warrant or other right to purchase shares of Parent Common Stock in accordance with this Section 2.01(d). Each Company Stock Option so converted shall continue to have, and be subject to, the Buyer. Immediately after same material terms and conditions (including vesting schedule) as set forth in the applicable agreement pursuant to which such Company Stock Option was issued immediately prior to the Effective Time, except that, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable subject to such Company Stock Option immediately prior to the Effective Time multiplied by 0.0472, rounded to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for each share of Parent Common Stock subject to each Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by 0.0472, rounded to the nearest whole cent. The Company shall use its reasonable best efforts to obtain all consents necessary to allow for the conversion of the Company Stock Options as provided in this Section 2.01(d), which consents are set forth in Section 2.01(d) of the Company Disclosure Letter. To the extent any shares of Company Common Stock outstanding immediately prior to the Effective Time shall be deemed are unvested or are subject to constitute an option to acquire Buyer a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company or under which the Company has any rights, then the shares of Parent Common Stock on issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same terms repurchase option, risk of forfeiture or other condition, and conditions as were applicable under the certificates representing such Option at shares of Parent Common Stock may accordingly be marked with appropriate legends. No later than 30 days following the filing of its first Annual Report on Form 10-K after the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed OptionsParent shall file a registration statement on Form S-8 (or any successor or, including if Form S-8 is not available, other than any Options issued as contemplated by Section 4.4(aappropriate forms) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Parent Common Stock subject to such options assumed Option immediately prior thereto multiplied by a fraction, Parent in accordance with this Section 2.01 (Ad) and shall use commercially reasonable efforts to maintain the numerator effectiveness of which is such registration statement or registration statements (and maintain the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, current status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (prospectus or prospectuses contained therein) for so long as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise such options awards remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a)outstanding.

Options and Warrants. (a) As of the Effective Time, all options unvested I-B Options shall be terminated as of immediately prior to purchase Common Shares issued by the Company pursuant Effective Time. As of the Effective Time, all unvested A-C Options and any Option Plan, insofar as it relates to its stock option plans or otherwise ("Options")unvested A-C Options outstanding under such Option Plan as of the Closing, whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer, in such manner that the Buyer (i) 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 and the regulations thereunder or (ii) to the extent Section 424 of the Code does not apply to any such A-C Options, would be such a corporation were Section 424 of the Code applicable to such A-C Options, and in accordance with the provisions set forth below. Immediately after the Effective Time, each unvested A-C Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock acquire, on the same terms and conditions as were applicable under such A-C Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a such number of shares of Buyer Common Stock Shares as is equal to the result obtained by dividing (i) the product of (A) the Per Share Participating Initial Consideration and (B) number of Common Shares subject to the unexercised unvested portion of such A-C Option multiplied by (ii) the Common Conversion Ratio Buyer Stock Price (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, unvested Option shall be equal to the product of (i) the result obtained by dividing (X) the exercise price of such Option immediately prior to the Effective Time, divided Time by (Y) the Common Conversion Ratio Per Share Participating Initial Consideration and (with any fraction resulting from such division to be ii) the Buyer Stock Price (rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, schedule and all of the other terms of the unvested Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a).

Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after At the Effective Time, each HD Option outstanding under the HD Stock Option Plan or otherwise, shall by virtue of the Merger, be assumed by Parent. Each HD Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the HD Stock Option Plan and any other document governing such option immediately prior to the Effective Time shall (including, without limitation, any repurchase rights or vesting provisions), except that (i) each HD Option will be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject exercisable (or will become exercisable in accordance with its terms) for that number of Parent Shares equal to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as product of the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer HD Common Stock that were issuable upon exercise of such HD Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded up to the nearest whole number of Parent Shares, and (ii) the per share exercise price for the Parent Shares issuable upon exercise of such assumed HD Option (the “Adjusted Option Price”) shall be equal to the quotient of (A) the aggregate exercise price for the shares of HD Common otherwise purchasable pursuant to such HD Option divided by (B) the aggregate number of Common Parent Shares subject deemed purchasable pursuant to the unexercised portion of such HD Option multiplied by the Common Conversion Ratio (with any fraction resulting from each, as so adjusted, an “Adjusted Option”); provided that such multiplication to exercise price shall be rounded down to the nearest whole number). The exercise price per share of each such assumed Optioncent, other than Permitted Options, shall be equal to and (iii) any restriction on the exercise price exercisability of such HD Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable undershall continue in full force and effect, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "acceleration provisions and other provisions of such HD Option shall remain unchanged. It is the intention of the parties that the HD Options so assumed by Parent following the Effective Time will remain incentive stock option" under options as defined in Section 422 of the Internal Revenue Code of 1986 (to the extent such options qualified as amendedincentive stock options prior to the Effective Time. As soon as practicable after the Effective Time, the "Code")Parent shall issue to each Person who, if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request immediately prior to exercise any Option assumed by it following the Effective Time and prior to was a holder of an outstanding HD Option under the expiration of HD Stock Option Plan or otherwise, a document evidencing the Measurement Period, Buyer shall notify the optionholder of the consequence foregoing assumption of such exercise with respect to potential additional options contemplated HD Option by this Section 1.9(a).Parent. 33

Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Incentive Plan, whether or not vested, shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms converted into and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number purchase Parent Common Stock, and Parent shall assume the Company Incentive Plan (if necessary) and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Incentive Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Buyer Parent Common Stock). All rights, terms, and restrictions with respect to Company Common Stock equal under Company Options assumed by Parent shall thereupon be converted into rights with respect to the number of Parent Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting Stock. Accordingly, from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between : (i) the number of each Company Option assumed by Parent may be exercised solely for shares of Buyer Parent Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and Stock; (ii) the number of shares of Buyer Parent Common Stock subject to such each Company Option assumed Option immediately prior thereto. The by Parent shall be determined in accordance with the Allocation Certificate as provided in Section 5.15; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined in accordance with the Allocation Certificate as provided in Section 5.15; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect immediately prior to such adjustment shall not be adjusted. The and the term, exercisability, vesting schedule, status and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) the determination in the Allocation Certificate of the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be based on the same ratio as that applied to the Company Common Stock to determine the number of shares of Parent Common Stock each holder of Company Common Stock shall receive; (B) the determination in the Allocation Certificate of the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be adjusted equitably to reflect the ratio described in clause (A); (C) to the extent provided under the terms of the respective stock option agreements governing the Company Options and the Company Incentive Plan, Parent may amend the terms of the Company Options and the Company Incentive Plan, in accordance with the terms thereof, to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock), and such Company Options shall be subject to further adjustment as appropriate and necessary to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization, or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time; and (D) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent is a nonqualified stock option (that is, an option that is not intended to qualify as an "incentive stock option" under option as defined in Section 422 of the Internal Revenue Code of 1986 (as amendedCode), and, further, the "Code"assumption of such Company Option pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder (including the applicable portions of Treasury Regulation Section 1.424-1 as applied under Treasury Regulation Section 1.409A-1(b)(5)(v)(D)), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a)5.5(a) will be construed consistent with this intent.

Options and Warrants. In the event that the Company shall at any time issue rights, options or warrants to all holders of its Common Stock generally entitling them to subscribe for or purchase shares of Common Stock or any security convertible into or exchangeable for shares of Common Stock (such rights, options or warrants not being available on an equivalent basis to the Holder of the Warrant upon exercise) at a price per share less than the Current Market Price of the Common Stock on the date fixed for determination of stockholders entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment plan), (a) As the Exercise Price in effect at the close of business on the date fixed for such determination shall be reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock that the aggregate of the Effective Time, all options to offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and (ii) the denominator shall be the number of shares of Common Shares issued by Stock outstanding at the Company pursuant to its stock option plans close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or otherwise purchase ("Options"or such number of shares of Common Stock underlying any convertible securities so offered for subscription or purchase), whether vested or unvestedsuch reduction to become effective at the close of business on the date fixed for such determination, and (b) if any such rights, options or warrants expire or terminate without having been exercised or are exercised for consideration different from that utilized in the Company's stock option plan(s) under which Options have been granted computation of any adjustment or adjustments on account of the issuance of such rights, options or warrants, the Exercise Price with respect to any portion of the Warrant not theretofore exercised shall be assumed by readjusted such that the Buyer. Immediately after Exercise Price would be the Effective Timesame as would have resulted had such adjustment been made without regard to the issuance of such expired or terminated rights, each Option outstanding options or warrants or based upon the actual consideration received upon exercise thereof, as the case may be, which readjustment shall become effective upon such expiration, termination or exercise, as applicable; provided, however, that all readjustments in the Exercise Price based upon any expiration, termination or exercise for a different consideration of any such right, option or warrant, in the aggregate, shall not cause the Exercise Price to exceed the Exercise Price in effect immediately prior to the Effective Time time such rights, options or warrants were initially issued (without regard to any other adjustments of such number under this Section 3.3 that may have been made since the date of the issuance of such rights, options or warrants). For the purposes of this Section 3.3, the issuance of any options, rights or warrants or any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to any employee (including consultants and directors) benefit or stock option or purchase plan or program of the Company shall not be deemed to constitute an option to acquire Buyer issuance of Common Stock on the same terms and conditions as were applicable under such Option at the Effective Timeor options, subject rights or warrants to the adjustments contemplated by which this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a).3.3

Options and Warrants. (a) As of the Effective TimeAll options, all options warrants, or other rights to purchase Common Shares issued by the shares of Company pursuant to its stock option plans or otherwise Capital Stock ("Options")each, whether vested or unvested, and the Company's stock option plan(sa “Company Option”) under which Options have been granted shall be assumed by the Buyer. Immediately after the Effective Time, each Option are outstanding immediately prior to the Effective Time shall not be deemed assumed by Parent, First Surviving Corporation or Surviving Corporation and shall therefore become, pursuant to constitute an option their respective terms, fully vested and exercisable prior to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject . Holders of Company Options shall be given the opportunity to exercise their Company Options effective prior to the adjustments contemplated Effective Time. All Company Options that remain unexercised and outstanding as of the Effective Time shall be terminated and canceled as of the Effective Time and converted into, and represent only, the right to receive from Parent, for each share of Company Common Stock that is issuable upon full exercise of the Company Option (including, for this purpose, the number of shares of Company Common Stock that are issuable upon conversion of all shares of Company Preferred Stock that are issuable upon any exercise of a Company Option) the Closing Date Per Share Consideration and the FDA Milestone Per Share Consideration all on the terms set forth in this Article II; provided, however, that (i) there shall be deducted from the aggregate Closing Date Cash Per Share Consideration payable with respect to each Company Option, an amount equal to (A) the Closing Cash Percentage multiplied by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated the exercise per share price of the applicable Company Option multiplied by Section 4.4(a(B) the total number of shares of Company Common Stock issuable upon full exercise of the Company Option and (referred ii) there shall be deducted from the aggregate Closing Date Stock Per Share Consideration payable with respect to as the "Permitted Options"), each Company Option shall become an option to acquire a number of shares of Buyer Parent Common Stock that have a value (based on the Applicable Denominator) equal to (C) the number Closing Stock Percentage multiplied by the exercise per share price of Common Shares subject to the unexercised portion of such applicable Company Option multiplied by (D) the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The total number of shares purchasable underof Company Common Stock issuable upon full exercise of the Company Option, provided further, however, that if the product of clause (A) and (B) in clause (i) is greater than the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, aggregate Closing Date Cash Per Share Consideration payable with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexerciseda Company Option, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase then a number of shares of Buyer Parent Common Stock that have a value (based on the Applicable Denominator) equal to the difference between (i) amount of the number excess of shares the product of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) over the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise aggregate Closing Date Cash Per Share Consideration payable with respect to potential additional options contemplated by this Section 1.9(a)such Company Option shall also be deducted from the aggregate Closing Date Stock Per Share Consideration payable with respect to such Company Option. Following the Effective Time, no holder of Company Options, or any participant in or beneficiary of any of the Company Benefit Plans, shall have any right to acquire or receive any equity securities or other interests in the First Surviving Corporation, Parent, Surviving Corporation or their respective Subsidiaries, or any other consideration.

Options and Warrants. (a) As of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For conditions and limitations hereof, all assumed OptionsOptions that are not Vested Options shall terminate without any consideration therefor, and each Vested Option (other than any Options issued as contemplated by Section 4.4(athe Option Rollover Shares) shall entitle the holder thereof, in cancellation and settlement thereof, to receive from the Paying Agent, following the Effective Time, an amount in cash, without interest (referred to as such amount, the "Permitted OptionsOption Cash Payment"), each Option shall become an option to acquire a number of shares of Buyer Common Stock ) equal to (i) the product of (A) the number of Common Shares subject to such Vested Option, and (B) the unexercised portion of such Option multiplied amount by which the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to Per Share Amount exceeds the nearest whole number). The applicable exercise price per share Common Share subject to such Vested Option (the amount in (i) being the "Closing Option Payment"), plus (ii) the product of each (A) the number of Common Shares subject to such assumed Vested Option, other than Permitted Optionsand (B) the sum of (w) Common Per Share Indemnification Escrow Release Amount plus (x) the Common Per Share Working Capital Escrow Release Amount, plus (y) the Common Per Share Supplemental Disclosure Escrow Release Amount, plus (z) the Common Per Share Positive Adjustment. Subject to the foregoing, the Vested Options shall be equal to the deemed exercised for cash (such exercise price of such Option to be deducted, if necessary, from the proceeds received in connection with the Common Shares deemed received, as provided above) immediately prior to the Effective Time, divided by and the Common Conversion Ratio (with any fraction resulting from such division to Shares that would be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted received in connection with the Merger and such deemed exercise shall remain the same after the Effective Time. Following the Measurement Period, be deemed surrendered pursuant to this Agreement; provided that such deemed exercise shall be inapplicable with respect to any Options assumed by Buyer calculations made or payments due pursuant to this Section 1.9(a) Article II. As of the Effective Time, each Warrant Holder shall, subject to the conditions and still unexercisedlimitations hereof and in the Warrant Grant, other than Permitted Optionsin cancellation and settlement of such Warrant Holder's Warrants, be entitled to receive from the Paying Agent, an amount, in cash, without interest (such amount, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock "Warrant Payment") equal to the difference between sum of (i) the number product of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator number of which is Series A Preferred Shares subject to the Total Merger Consideration outstanding Warrants owned by such Warrant Holder immediately before the Effective Time, multiplied by (B) the Series A Per Share Preference, plus (ii) the product of (A) the number of Common Shares that would be owned by such Warrant Holder if immediately before the Effective Time such Warrant Holder had exercised all Warrants then owned by it and converted into Common Shares the Series A Preferred Shares subject to such Warrants, multiplied by (B) the Common Per Share Amount, minus (iii) the aggregate purchase price for all Series A Preferred Shares subject to the Warrants owned by such Warrant Holder immediately before the Effective Time ((i), (ii) and (iii) collectively, the "Closing Warrant Payment"), plus (iv) the product of (A) the sum of (w) Common Per Share Indemnification Escrow Release Amount plus (x) the Common Per Share Working Capital Escrow Release Amount, plus (y) the Common Per Share Supplemental Disclosure Escrow Release Amount plus (z) the Common Per Share Positive Adjustment, and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock Shares that would be owned by such Warrant Holder if immediately before the Effective Time such Warrant Holder had exercised all Warrants then owned by it and converted into Common Shares the Series A Preferred Shares subject to such assumed Option immediately prior theretoWarrants. The exercise price in effect immediately prior to such adjustment Company shall not be adjusted. The term, exercisability, vesting schedule, status terminate the Stock Plans and the Warrant Grant as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence as of such exercise with respect to potential additional options contemplated by this Section 1.9(a)time there will be no Options or Warrants outstanding.

Options and Warrants. (a) As of Upon the Effective TimeDate, all options (i) each outstanding option, warrant to purchase common Stock, Series C Preferred Stock or Series D Preferred Stock or other right to purchase Common Shares issued by Stock, Series C Preferred Stock or Series D Preferred Stock of Immersion California, including those options granted under the Company pursuant to its stock option plans or otherwise 1994 Stock Option Plan and 1997 Stock Option Plan (collectively, the "OptionsOption Plan")) of Immersion California, whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the Buyer. Immediately after the Effective Time, each Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms converted into and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option option, warrant, or right to acquire a purchase the number of shares of Buyer Common Stock equal to Immersion Delaware stock determined by multiplying the number of Common Shares shares of Immersion California subject to the unexercised portion of such Option multiplied option, warrant or right to purchase by the Common Conversion Ratio (with any fraction resulting from such multiplication to be 0.807, rounded down to the nearest whole number). The exercise , at a price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior the option, warrant or right to the Effective Time, purchase Immersion California stock divided by the Common Conversion Ratio (with any fraction resulting from such division to be 0.807, rounded up down to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on upon the same terms and conditions and at subject to the same exercise price per share conditions as set forth in effect immediately prior the Option Plan and other plan or agreement entered into by Immersion California pertaining to such issuanceoptions, warrants, or rights and (ii) each outstanding warrant to purchase Series A or Series B Preferred Stock of Immersion California shall be converted into and become a warrant to purchase the equivalent number of shares of Buyer Common Series A Preferred Stock equal to the difference between (i) or Series B Preferred Stock of Immersion Delaware stock determined by multiplying the number of shares of Buyer Common Stock Immersion California subject to such assumed Option immediately prior thereto multiplied the warrant by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be 4.035 rounded down to the nearest whole number), at a price per share equal to the exercise price of the warrant divided by 4.035, rounded down to the nearest whole cent, and upon the same terms and subject to the same conditions as set forth in the agreements entered into by Immersion California pertaining to the warrant. A number of shares of Immersion Delaware stock of the relevant class and series shall be reserved for purposes of (iii) the options, warrants, and rights described in clause (i) of the preceding sentence equal to the number of shares of Buyer Common Stock subject Immersion California stock so reserved as of the Effective Date multiplied by 0.807 and (ii) of the warrants described in clause (ii) of the preceding sentence equal to the number of shares of Immersion California stock of the relevant class and series so reserved as of the Effective Date multiplied by 4.035. As of the Effective Date, Immersion Delaware shall assume all obligations of Immersion California under agreements pertaining to such assumed options, warrants and rights, including the Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicablePlans, and all of the outstanding options, warrants or other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Periodrights, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a)or portions thereof, granted pursuant thereto.

Options and Warrants. (a) As of At or prior to the Effective Time, EDI shall cause all outstanding options (the "EDI OPTIONS") and warrants (the "EDI WARRANTS") exercisable for shares of EDI Common Stock identified on SCHEDULE 1.6 attached hereto to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise ("Options"), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed by the BuyerBowmxx. Immediately after Xxter such action has been taken, effective at the Effective Time, Bowmxx xxxll assume each such then-outstanding and unexercised EDI Option outstanding immediately prior to or EDI Warrant and each such EDI Option and EDI Warrant shall, by virtue of the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock Merger and without any action on the part of the holder thereof, represent options or warrants, respectively, exercisable for shares of Bowmxx Xxxck having the same terms and conditions as were applicable under the EDI Options and EDI Warrants (including such Option at terms and conditions as may be incorporated by reference into the Effective Time, subject agreements evidencing EDI Options and EDI Warrants pursuant to the adjustments contemplated plans or arrangements pursuant to which such EDI Options and EDI Warrants were granted) except that the number of shares issuable upon exercise shall be multiplied by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred the Exchange Ratio and rounded to as the "Permitted Options"), each Option shall become an option to acquire a nearest whole number of shares of Buyer Common Stock equal to Bowmxx Xxxck and the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each EDI Stock under such assumed Option, other than Permitted Options, option or warrant shall be equal to the exercise price per share of EDI Stock under such EDI Option immediately or EDI Warrant divided by the Exchange Ratio and rounded to the nearest cent. EDI and Bowmxx xxxll use all reasonable efforts to ensure that the EDI Options which qualified as incentive stock options under Section 422 of the Code prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division Time continue to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same so qualify after the Effective Time. Following the Measurement Period, with respect Bowmxx xxxll take all corporate action necessary to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase reserve for issuance a sufficient number of shares of Buyer Common Stock equal to Bowmxx Xxxck for delivery upon the difference between (i) the number exercise of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration EDI Options and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following EDI Warrants after the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a)Time.

Options and Warrants. (a) As of Prior to the Effective Time, all options to purchase Common Shares issued by the board of directors of the Company pursuant shall take all action necessary under the 2015 Stock Option Plan so that (i) immediately prior to its stock option plans the Effective Time each issued and outstanding In-the-Money Option which is unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, ("Options"), whether vested or unvested, and the Company's stock option plan(sii) under which Options have been granted shall be assumed by the Buyer. Immediately after at the Effective Time, each Option outstanding immediately prior that is not an In-the-Money Option, if any, shall be automatically canceled and extinguished with no right to receive any consideration or payment and (iii) at the Effective Time all issued and outstanding In-the-Money Options shall be deemed exercised and automatically converted into the right to constitute an option receive, at such time and in the manner provided in Section 2.10 and subject to acquire Buyer Common Stock on adjustment in accordance with this Agreement (including Section 2.12), the same terms and conditions as were applicable under Per Option Merger Consideration, subject to any applicable withholding Taxes, in full satisfaction of the rights of such Option at holder with respect thereto. At the Effective Time, the Representative shall pay to (x) the Company for further payment to each Optionholder who is employed or was previously employed by the Company or any of its Subsidiaries through the Company’s (or the applicable Subsidiary’s) payroll system, subject to any applicable withholding Taxes, the adjustments contemplated by applicable Per Option Merger Consideration due under this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a2.9(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to each issued and outstanding In-the-Money Option held by such Optionholder and (y) each Optionholder who is not and was not previously employed by the Company or any Options assumed by Buyer pursuant of its Subsidiaries, on behalf of the Company and subject to any applicable withholding Taxes, the applicable Per Option Merger Consideration due under this Section 1.9(a2.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated each issued and outstanding In-the-Money Option held by such Optionholder. Further payments to which each Optionholder is entitled shall be paid by the Representative to the Company for further payment to such Optionholder through the Company’s (or its applicable Subsidiary’s) payroll system (if such Optionholder is currently or was formerly employed by the Company or any of its Subsidiaries), or to the Optionholder directly (if the Optionholder is not currently or was not formerly employed by the Company or any of its Subsidiaries), in each case, subject to any applicable withholding Taxes, as, if and when an amount is released or paid to the Representative pursuant to the terms of this Section 1.9(a)Agreement, the Adjustment Escrow Agreement and the Special Escrow Agreement.

Options and Warrants. (a) As At the Closing, the terms of the Effective Time, all options to purchase Common Shares issued each outstanding option granted by the Company pursuant to its stock option plans or otherwise purchase an aggregate of 2,457,422 Common Membership Units ("Options"a “Company Option”) under the Long-Term Incentive Plan of the Company (the “Company Incentive Plan”), whether vested or unvested, and the Company's stock option plan(s) under which Options have been granted shall be assumed amended by action of the Buyer. Immediately after Board of Directors of the Effective TimeCompany to provide that, at the Closing, each Company Option outstanding immediately prior to the Effective Time Closing shall be deemed to constitute and shall become an option to acquire Buyer Common Stock acquire, on the same terms and conditions as were applicable under such Option at Company Option, the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a same number of shares of Buyer Parent Common Stock (the “Parent Stock Options”) as the holder of such Company Option would have been entitled to receive pursuant to the Exchange had such holder exercised such Company Option in full immediately prior to the Closing, at a price per share of Parent Common Stock equal to (i) the aggregate exercise price for the Common Membership Units otherwise purchasable pursuant to such Company Option divided by (ii) the aggregate number of shares of Parent Common Shares Stock deemed purchasable pursuant to such Company Option; provided, however, that, after aggregating all the shares of a holder subject to the unexercised portion Company Options, any fractional share of such Option multiplied by the Parent Common Conversion Ratio (with any fraction Stock resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each calculation for such assumed Option, other than Permitted Options, holder shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent)share. The number Schedule 1.5(a) attached hereto sets forth the name of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted holder of Company Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a aggregate number of shares of Buyer Common Membership Units which each such person may purchase pursuant to his or her Company Options and the aggregate number of shares of Parent Common Stock equal which each such person may purchase pursuant to the difference between (i) operation of this Section 1.5(a). In connection with the implementation of this Section 1.5(a), prior to the Closing, the Board of Directors of the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Options to provide that, following the Closing, such options shall be exercisable for shares of Parent Common Stock in accordance with the provisions of this Section 1.5(a). In furtherance of the foregoing, Parent agrees to assume at the Closing all the obligations of the Company under the Company Incentive Plan, including, without limitation, the outstanding Company Options and the obligation to issue the number of shares of Buyer Parent Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (Aset forth on Schedule 1.5(a) upon the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a)Company Options.

Options and Warrants. (a) As of the Effective Time, all stock options to purchase Common Company Shares issued by the Company pursuant to its stock option plans or otherwise ("Options")Company, whether vested or unvestedunvested (the “Company Options”), and the Company's stock option plan(s) under which shall automatically become Parent Options have been granted shall be assumed without further action by the Buyerholder thereof. Immediately after the Effective Time, each Each Parent Option outstanding immediately prior to the Effective Time shall be deemed to constitute an option to acquire Buyer Common Stock on the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Parent Common Stock as is equal to the number of Common Company Shares subject to the unexercised portion of such the Company Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, Parent Option shall be equal to the exercise price of the Company Option divided by the Common Conversion Ratio and the terms of such Option immediately Parent Options shall otherwise remain the same. The Parent Options shall be granted under the Company's 2008 Equity Incentive Plan (the “2008 Plan”), which shall be adopted and assumed in writing by the Parent in connection with the Merger, and under the 2008 Plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. It is the intention of the Parties that any Company Options intended to be “incentive stock options” under Section 422 of the Code shall remain incentive stock options as Parent Options. (b) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Company Options and the agreements evidencing the Company Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Company Options for Parent Options. (c) 896,256 shares of Parent Common Stock shall be reserved for issuance under the 2008 Plan being assumed by Parent at Closing, and shall be issued upon the exercise of the Parent Options in accordance with this Section 1.11. No additional Options shall at any time hereafter be granted under the 2008 Plan. (d) Upon the Closing of the Merger, (i) Parent Bridge Warrants to purchase an aggregate of 1,500,000 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Bridge Warrants; (ii) Placement Agent Parent Bridge Warrants to purchase an aggregate of 610,155 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Placement Agent Bridge Warrants; and (iii) Parent Exchange Warrants to purchase an aggregate of 1,409,750 shares of Parent Common Stock at a price of $1.00 per share will be granted to the holders of Exchange Warrants. An aggregate of 3,509,750 shares of Parent Common Stock shall be reserved for issuance upon the exercise of the Parent Bridge Warrants, Placement Parent Agent Bridge Warrants and the Parent Exchange Warrants. As of the Effective Time, any and all outstanding Company Warrants to purchase capital stock of the Company, whether vested or unvested, shall be canceled. 6 (e) In the event that any issued and outstanding Company Options or Company Warrants are exercised prior to the Effective Time, divided the number of outstanding Company Shares shall be increased by the Common Conversion Ratio (with any fraction resulting from such division to number of Company Shares issued upon exercise of Company Options and Company Warrants, and the number of outstanding Company Options and Company Warrants shall be rounded up to reduced by the nearest whole cent)same number, as applicable. The This will result in a decrease in the aggregate number of shares purchasable underof Parent Common Stock reserved for issuance upon exercise of the Parent Options, Parent Bridge Warrants, Placement Agent Bridge Warrants and Parent Exchange Warrants, and an increase in the number of shares of Parent Common Stock issuable to Company Stockholders at the Effective Time. Accordingly, regardless of the exercise price ofof any Company Warrants, each assumed Permitted Option shall not be adjusted the total number of shares of Parent Common Stock issuable to Company Stockholders, and, upon exercise, to the holders of Parent Options and Parent Warrants, in connection with the Merger (in accordance with Section 1.5 and this Section 1.11) shall remain the same after the Effective Timeconstant. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted Options, the holder of such assumed Option shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), and (ii) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto1.12 [Intentionally Omitted]. The exercise price in effect immediately prior to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a).1.13

Options and Warrants. At the Effective Time, each holder of a then outstanding option (acollectively, the "Options") As or warrant (collectively, the "Warrants") to purchase Shares granted by the Company, whether or not then exercisable, shall in settlement thereof, receive for each Share subject to such Option or Warrant an amount (subject to any applicable withholding tax) in cash equal to the difference between the Offer Price and the per Share exercise price of such Option or Warrant to the extent such difference is a positive number. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of Options or Warrants, to the extent required by the terms of the plans or agreements governing such Options or Warrants, as the case may be, or pursuant to the terms of any Option or Warrant granted thereunder, and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by Parent or the Purchaser and the Company, the Company shall take all action necessary to ensure that (i) the Company's 1991 Stock Option Plan, 1993 Stock Option Plan, as amended and restated as of October 11, 1995, and the Stock Option Plan for Directors (collectively, the "Stock Option Plans") shall have been terminated as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof, shall be cancelled as of the Effective Time, all options to purchase Common Shares issued by the Company pursuant to its stock option plans or otherwise and ("Options"), whether vested or unvested, and the Company's stock option plan(sii) under which Options have been granted shall be assumed by the Buyer. Immediately after following the Effective Time, each (a) no participant in any Stock Option outstanding immediately prior to the Effective Time Plan or other plans, programs or arrangements shall be deemed to constitute an option have any right thereunder to acquire Buyer Common Stock on equity securities of the same terms and conditions as were applicable under such Option at the Effective Time, subject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, other than any Options issued as contemplated by Section 4.4(a) (referred to as the "Permitted Options"), each Option shall become an option to acquire a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted in connection with the Merger and shall remain the same after the Effective Time. Following the Measurement Period, with respect to any Options assumed by Buyer pursuant to this Section 1.9(a) and still unexercised, other than Permitted OptionsCompany, the holder of Surviving Corporation or any Subsidiary thereof and all such assumed Option plans shall receive additional options, on the same terms and conditions and at the same exercise price per share in effect immediately prior to such issuance, to purchase a number of shares of Buyer Common Stock equal to the difference between (i) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto multiplied by a fraction, (A) the numerator of which is the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number)have been terminated, and (iib) the number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price in effect immediately prior to such adjustment shall Company will not be adjusted. The termbound by any convertible security, exercisabilityoption, vesting schedulewarrant, status as an "incentive right or agreement which would entitle any person to own any capital stock option" under Section 422 of the Internal Revenue Code of 1986 (as amendedCompany, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise Surviving Corporation or any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to potential additional options contemplated by this Section 1.9(a)Subsidiary thereof.

Options and Warrants. (a) As of On the Effective TimeClosing Date, all options the Parent shall deliver to the Exchange Agent or its nominee option agreements and warrants to purchase Parent Common Shares issued by Stock and Class B Warrants (the Company pursuant "Merger Options and Warrants") in an amount equal to its stock option plans or otherwise the Merger Consideration attributable to each share of PSI Common Stock underlying each outstanding Option ("Options"other than options described in Section 2.2(c), whether vested or unvested) and Warrant, and otherwise containing substantially the Company's stock same terms as are contained in the applicable option plan(s) under which Options have been granted shall be assumed by the Buyeragreement or warrant. Immediately As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to send a notice and transmittal form to each Option outstanding immediately prior holder of Options and Warrants (other than holders of Options described in Section 2.2(c)), advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Effective Time shall be deemed Exchange Agent such Options or Warrants in exchange for the Merger Options and Warrants. ARTICLE III OTHER AGREEMENTS Section 3.1. Preparation of Form S-4 and the Proxy Statements; Stockholder Meetings; Other Filings. (a) PSI will, as soon as reasonably practicable following the date of this Agreement, take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-laws to constitute an option convene a meeting of its stockholders (the "PSI Stockholder Meeting") for the purpose of obtaining the affirmative vote to acquire Buyer approve and adopt this Agreement and the transactions contemplated hereby at the PSI Stockholder Meeting of the holders of a majority of the votes represented by the outstanding PSI Common Stock on ("PSI Stockholder Approval"). The proxy statement for such meeting shall contain the same terms recommendation of PSI's Board of Directors that the stockholders vote to approve and conditions as were applicable under adopt this Agreement and the transactions contemplated hereby, and such Option at the Effective Timerecommendation shall not be withdrawn; provided, however, that such recommendation is subject to the adjustments exercise of the discretion of PSI's Board of Directors of its fiduciary duties to PSI's shareholders. PSI shall use its reasonable best efforts to solicit from its stockholders proxies in favor of such adoption and approval and shall take all other action necessary to secure the vote of stockholders required by DGCL to effect the transactions contemplated by hereby. (b) As soon as practicable after execution and delivery of this Section 1.9(a). For all assumed OptionsAgreement, other than any Options issued PSI shall prepare in accordance with the applicable requirements of the Securities Exchange Act of 1934, as contemplated by Section 4.4(a) amended (referred to as the "Permitted OptionsExchange Act"), each Option shall become an option to acquire and DGCL, a number of shares of Buyer Common Stock equal to the number of Common Shares subject to the unexercised portion of such Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each such assumed Option, other than Permitted Options, shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Common Conversion Ratio (with any fraction resulting from such division to be rounded up to the nearest whole cent). The number of shares purchasable under, and the exercise price of, each assumed Permitted Option shall not be adjusted proxy statement in connection with the PSI Stockholder Meeting (the "Proxy Statement"). Parent shall cooperate with PSI in the preparation and filing of the Proxy Statement, including any and all amendments and supplements thereto. Parent and PSI will cooperate in order for Parent to prepare and file with the United States Securities and Exchange Commission ("SEC") a registration statement on Form S-4 in connection with the issuance of the Access Merger Securities (the "Form S-4"), in which the Proxy Statement will be included as a part of a proxy statement/prospectus. PSI and Parent shall each use all reasonable efforts to have the Form S-4 declared effective under the Securities Act of 1933, as amended ("Securities Act") as soon as practicable after such filing. PSI will use all reasonable efforts to cause the Proxy Statement to be mailed to each of PSI's stockholders and, if Parent elects or is required to do so, Parent will use all reasonable efforts to cause the Proxy Statement to be mailed to Parent's stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent will also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to be taken under any applicable state securities or blue sky laws in connection with the issuance of the Access Merger Securities and PSI shall furnish all information concerning PSI and its stockholders as may be reasonably requested in connection with any such action. (c) If the Board of Directors of Parent determines that it is necessary or desirable to do so, Parent will, as soon as reasonably practicable following the date of this Agreement, take all action necessary in accordance with applicable law and its Restated Certificate of Incorporation and By-laws to convene a meeting of its stockholders (the "Access Stockholder Meeting") for the purpose of obtaining the affirmative vote at the Access Stockholder Meeting of the holders of a majority of the votes represented by the outstanding Parent Common Stock ("Access Stockholder Approval"). The proxy statement for such meeting (which shall be part of the proxy statement/prospectus contained in the Form S-4) shall contain the recommendation of Parent's Board of Directors that the stockholders vote to approve and adopt this Agreement and the transactions contemplated hereby, and such recommendation shall not be withdrawn; provided, however, that such recommendation is subject to the exercise of the discretion of Parent's Board of Directors of its fiduciary duties to Parent's shareholders. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of such adoption and approval and shall remain take all other action necessary to secure the same vote of stockholders required by DGCL to effect the transactions contemplated hereby. (d) As soon as practicable after the Effective Timeexecution and delivery of this Agreement, PSI and Parent shall promptly and properly prepare and file any other schedules, statements, reports, or other documents required (if any) under the Exchange Act, the Securities Act, or any other federal or state securities laws relating to the transactions contemplated hereby (the "Other Filings"). Following Each party shall notify the Measurement Periodother party hereto promptly of the receipt by such party of any stop order, comments or requests for additional information from any governmental official with respect to the Proxy Statement, the Form S-4 or any Other Filing made by such party and will supply the other party with copies of all correspondence between such party and its representatives, on the one hand, and the appropriate government official, on the other hand, with respect to any Options assumed the Proxy Statement, Form S-4 and Other Filings made by Buyer pursuant such party. Each of PSI and Access shall use reasonable efforts to this Section 1.9(a) obtain and still unexercised, other than Permitted Optionsfurnish the information required to be included in the Form S-4, the holder Proxy Statement and any Other Filing and, after consultation with the other party, to respond promptly to any comments made by any government official with respect to any filing. (e) PSI shall use all reasonable efforts to cause to be delivered to Parent a so-called "cold comfort" letter of such assumed Option Xxxxxx Xxxxxxxx LLP, PSI's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall receive additional optionsbecome effective, addressed to Parent, in form reasonably satisfactory to Parent and customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4. (f) Parent shall use all reasonable efforts to cause to be delivered to PSI a so-called "cold comfort" letter of Price Waterhouse LLP, Parent's independent public accountants, dated a date within two business days before the date on which the Form S-4 shall become effective, addressed to PSI, in form reasonably satisfactory to PSI and customary in scope and substance for letters delivered by independent public accountants in connection with the registration statements similar to the Form S-4. (g) Parent agrees to use reasonable efforts to effect, prior to the Closing Date, the listing on the same terms and conditions and at the same exercise price per share in effect immediately prior to such NASDAQ Small Cap market, upon official notice of issuance, of the Access Merger Shares and the Access Merger Warrants to purchase a number be issued hereunder. (h) PSI hereby agrees to indemnify and hold harmless Parent and its directors, officers, advisors and agents and Parent hereby agrees to indemnify and holds harmless PSI and its directors, officers, advisors and agents, from and against any loss, claim, damage, cost, liability, obligation or expense (including reasonable attorney's fees and costs of shares of Buyer Common Stock equal investigation) to which any indemnified party may become subject under the difference between Securities Act, Exchange Act, or otherwise, insofar as such loss, claim, damage, cost, liability, obligation or expense or actions in respect thereof: (i) the number of shares of Buyer Common Stock subject relates solely to a claim brought against such assumed Option immediately prior thereto multiplied indemnified party by a fraction, (A) third party who is not affiliated with either the numerator of which is indemnified party or the Total Merger Consideration and (B) the denominator of which is 4,960,000 (with any fraction resulting from such multiplication to be rounded down to the nearest whole number), indemnifying party; and (ii) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the number Form S-4 or the Proxy Statement or arises out of shares of Buyer Common Stock subject or is based upon the omission or alleged omission to such assumed Option immediately prior thereto. The exercise price in effect immediately prior state therein a material fact required to such adjustment shall not be adjusted. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of stated therein or necessary to make the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options shall otherwise remain unchanged. In the event the Buyer receives a request to exercise any Option assumed by it following the Effective Time and prior to the expiration of the Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise statements therein with respect to potential additional options contemplated such indemnifying party not misleading; and (iii) such untrue statement or omission or alleged omission is made in any information with respect to the indemnifying party furnished in writing by this such indemnifying party specifically for inclusion in the Proxy Statement, Form S-4 or any Other Filing. Section 1.9(a)3.2.