Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) At the Effective Time, each Option which is outstanding at the Effective Time, 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 terms of the Company Stock Plan and stock option agreement by 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 by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Common Stock subject to such Option shall be equal to the number of Common Shares subject to such Option immediately prior to the Effective Time multiplied by 1.54448 (the “Exchange Ratio”), 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 Exchange Ratio and rounding up to the nearest 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), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(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) At As of the Effective Time, each outstanding option, warrant or other right to acquire shares of Company Common Stock then outstanding (each, a "Company Stock Option"), whether or not then exercisable, shall be assumed by Parent and converted into an option, warrant or other right to purchase shares of Parent Common Stock in accordance with this Section 2.01(d). Each Company Stock Option so converted shall continue to have, and be subject to, the same material terms and conditions (including vesting schedule) as set forth in the applicable agreement pursuant to which is outstanding at such Company Stock Option was issued immediately prior to the Effective Time, whether or not exercisableexcept that, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms as of the Company Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its Board of Directors each Company Stock Option shall be substituted exercisable for the Company and the Company’s Board that number of Directors administering such Company Stock Plan, (ii) each Option assumed by Parent may be exercised solely for whole shares of Parent Common Stock (or cash, if so provided under equal to the terms product of such Option), (iii) the number of shares of Parent Company Common Stock that were issuable subject to such Option shall be equal to the number of Common Shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by 1.54448 (0.0472, rounded to the “Exchange Ratio”)nearest whole number of shares of Parent Common Stock, and (ivii) the per share exercise price under for each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest 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 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 and 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 fraction shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a share 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 that otherwise would issued in exchange for such shares of Company Common Stock will also be unvested and subject to a converted Option shall represent the right to receive a cash payment upon exercise same repurchase option, risk of such converted Option equal to the product of such fraction forfeiture or other condition, and the difference between the market value of one share certificates representing such shares of Parent Common Stock at may accordingly be marked with appropriate legends. No later than 30 days following the time filing of exercise of such converted Option and its first Annual Report on Form 10-K after 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), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(a). Anything in this Agreement to the contrary notwithstandingEffective Time, Parent shall have file a registration statement on Form S-8 (or any successor or, including if Form S-8 is not available, other appropriate forms) with respect to the right, shares of Parent Common Stock subject to such options assumed by Parent in its sole discretion, not to deliver the consideration provided in accordance with this Section 5.15(a2.01 (d) and shall use commercially reasonable efforts to a former holder maintain the effectiveness of a Option who has not delivered such consent registration statement or contract registration statements (and maintain the current status of the prospectus or agreementprospectuses contained therein) for so long as such options awards remain outstanding.

Options and Warrants. (a) At 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 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, whether or not exercisablesubject to the adjustments contemplated by this Section 1.9(a). For all assumed Options, shall be converted into and become rights with respect other than any Options issued as contemplated by Section 4.4(a) (referred to Parent Common Stockas the "Permitted Options"), and Parent shall assume each Option, in accordance with the terms of the Company Stock Plan and stock option agreement by 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 by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the shall become an option to acquire a number of shares of Parent Buyer 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 Time 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 1.54448 a fraction, (A) the “Exchange Ratio”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 (ivii) the per share number of shares of Buyer Common Stock subject to such assumed Option immediately prior thereto. The exercise price under each in effect immediately prior to such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent adjustment 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 Optionadjusted. In additionThe term, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 5.15(a)exercisability, (1) each Option which is vesting schedule, status as an “"incentive stock option” shall be adjusted as required by " under Section 424 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal all of the option, within the meaning of Section 424(h) other terms of the Code 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 (2) each Option shall be adjusted in a manner so as prior to comply with the requirements of Section 409A expiration of the Code. The Company agrees Measurement Period, Buyer shall notify the optionholder of the consequence of such exercise with respect to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions potential additional options contemplated by this Section 5.15(a1.9(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) At As of the Effective Time, each all options to purchase Company Shares issued by the Company pursuant to its 1994 Stock Option Plan (the "Company Stock Option Plan") or pursuant to the resolution of Company's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Company following such exercise, which is are outstanding at and not exercised immediately prior to the Effective Time shall become and represent an option to acquire, on the same terms and conditions as were applicable under such Option immediately prior to the Effective Time, 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 terms of the Company Stock Plan and stock option agreement by 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 by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option multiplied by the Standard Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such assumed Option shall be equal to the exercise price of such Option immediately prior to the Effective Time, divided by the Standard Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the next higher whole cent), but shall not be less than $.001. The term, exercisability (including any acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986 (as amended, the "Code"), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time and after giving effect to any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. As of the Effective Time, the warrant to purchase Series C Convertible Preferred Stock issued by the Company ("the Warrant"), to the extent outstanding and not exercised immediately prior to the Effective Time, shall become and represent a Warrant to acquire, on the same terms and conditions as were applicable under such Warrant immediately prior to the Effective Time, such number of shares of Buyer Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option Warrant immediately prior to the Effective Time multiplied by 1.54448 the Series C Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the “Exchange Ratio”next lower whole number), and (iv) the . The exercise price per share of each such assumed Warrant shall be equal to the exercise price under each of such Option shall be adjusted by dividing Warrant immediately prior to the per share exercise price under each such Option Effective Time, divided by the Series C Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent shall not be obligated to issue with 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 cent resulting from such division to be subject to a converted Option shall represent the right to receive a cash payment upon exercise of such converted Option equal rounded up to the product next higher whole cent). The term and all 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 other provisions of clauses (iii) and (iv) of the first sentence of this Section 5.15(a), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted Warrant in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(a). Anything in this Agreement immediately prior to the contrary notwithstanding, Parent Effective Time 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 agreementotherwise remain unchanged.

Options and Warrants. Each outstanding option and warrant to purchase shares of Company Common Stock (a) At each a “Company Stock Option”), whether vested or unvested, which does not otherwise terminate or expire by its terms as of the Effective Time, each Option which is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to Parent Common Stockhave, and Parent shall assume each Optionbe subject to, in accordance with the same terms and conditions of the Company Stock Plan and stock option agreement by 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 by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Common Stock subject to such Option shall be equal to the number of Common Shares subject to such Option immediately prior to the Effective Time (including the term, vesting schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and any repurchase rights or vesting provisions and provisions regarding the acceleration of vesting on certain transactions), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of the Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Closing multiplied by 1.54448 (1.74, rounded down to the “Exchange Ratio”)nearest whole number of shares of Parent Common Stock, and (ivii) the per share exercise price under each for the shares of the Parent Common Stock issuable upon exercise of such assumed Company Stock Option shall will be adjusted equal to the quotient determined by dividing (A) the exercise price per share exercise price under each of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Closing by the Exchange Ratio and rounding (B) 1.74, rounded up to the nearest whole cent. Notwithstanding the provisions of clause foregoing, solely to the minimum extent necessary (iii) if any), the foregoing conversions 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 Company Stock Options and the number of shares purchasable pursuant to such converted Option. In addition, notwithstanding Company Stock Options shall be further adjusted: (I) with respect to Company Stock Options which immediately prior to the provisions of clauses (iii) and (iv) of the first sentence of this Section 5.15(a), (1) each Option which is an “Effective Time qualified as incentive stock option” shall be adjusted as required by options under Section 424 422 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal comply with Section 1.424-1 of the optionTreasury Regulations such that the conversion is not treated as a "modification" of the Company Stock Option and (II) with respect to Company Stock Options other than those covered under clause (I), within to comply with Section 1.409A-1(b)(5)(v)(D) of the meaning Treasury Regulations such that the conversion is not treated as a "grant of a new stock right or a change in the form of payment." It is the intention of the parties that each Company Stock Option so assumed by Parent shall qualify immediately following the Effective Time as an incentive stock option as defined in Section 424(h) 422 of the Code to the extent permitted under Section 422 of the Code and (2) each Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(a). Anything in this Agreement to the contrary notwithstanding, Parent shall have extent such Company Stock Option qualified as an incentive stock option immediately prior to 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 agreementEffective Time.

Options and Warrants. (a) At the Effective TimeClosing, the terms of each Option which is outstanding at option granted by the Effective TimeCompany to purchase an aggregate of 2,457,422 Common Membership Units (a “Company Option”) under the Long-Term Incentive Plan of the Company (the “Company Incentive Plan”), whether vested or not exercisableunvested, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with amended by action of the terms Board of Directors of the Company to provide that, at the Closing, each Company Option outstanding immediately prior to the Closing shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such Company Option, the same number of shares of Parent Common Stock Plan and stock option agreement by which it is evidenced(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, except that from and after the Effective Time, 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 Stock deemed purchasable pursuant to such Company Option; provided, however, that, after aggregating all the shares of a holder subject to Company Options, any fractional share of Parent Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share. Schedule 1.5(a) attached hereto sets forth the name of each holder of Company Options, the aggregate number of shares of Common Membership Units which each such person may purchase pursuant to his or her Company Options and its the aggregate number of shares of Parent Common Stock which each such person may purchase pursuant to the operation of this Section 1.5(a). In connection with the implementation of this Section 1.5(a), prior to the Closing, the Board of Directors of the Company has, pursuant to authority granted to it under the Company Incentive Plan, adopted a resolution modifying the terms and conditions of the Company Options to provide that, following the Closing, such options shall be substituted for the Company and the Company’s Board of Directors administering such Company Stock Plan, (ii) each Option assumed by Parent may be exercised solely exercisable for shares of Parent Common Stock (or cashin accordance with the provisions of this Section 1.5(a). In furtherance of the foregoing, if so provided Parent agrees to assume at the Closing all the obligations of the Company under the terms of such Option)Company Incentive Plan, (iii) including, without limitation, the outstanding Company Options and the obligation to issue the number of shares of Parent Common Stock subject to such Option shall be equal to set forth on Schedule 1.5(a) upon the number of Common Shares subject to such Option immediately prior to the Effective Time multiplied by 1.54448 (the “Exchange Ratio”), 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 Exchange Ratio and rounding up to the nearest 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), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(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 agreementOptions.

Options and Warrants. Except as otherwise provided in this Section 1.3.3, the terms and provisions of the stock options held by those Medscape option holders under the Medscape Option Plans (athe "Options") At and the Effective Time, each Option which is outstanding terms and conditions of the Warrants (as defined in Section 3.1.2) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, whether or not exercisableand without any further action on the part of any holder thereof, shall each Option and Warrant will be converted into and become rights with respect an option or warrant, as applicable, to Parent Common Stock, and Parent shall assume each Option, in accordance with purchase the terms number of the Company Stock Plan and stock option agreement by 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 by Parent may be exercised solely for shares of Parent MedicaLogic Common Stock equal to the product (or cash, if so provided under rounded to the terms nearest whole number) of such Option), (iiix) the number of shares of Parent Medscape Common Stock subject to such Option shall be equal to the number of Common Shares subject to such Option or Warrant immediately prior to before the Effective Time multiplied by 1.54448 (the “Exchange Ratio”), and (ivy) the Conversion Ratio. The exercise price per share exercise price under for each such Option shall or Warrant after the Effective Time will be adjusted determined by dividing the per share exercise price under each for such Option or Warrant immediately before the Effective Time by the Exchange Ratio Conversion Ratio. The term, exercisability, status as an incentive stock option under Section 422 of the United States Intexxxx Xxxxxxx Xxxx xx 0000, xx xxended (the "Code"), if applicable, and rounding up all other terms and conditions of each Option will to the nearest cent. Notwithstanding extent permitted by law and otherwise reasonably practicable be unchanged; provided, however, that it is understood and agreed that the provisions vesting of clause certain options as described in Schedule 1.3.3 will be accelerated by the transactions contemplated herein and that Medscape shall amend its outstanding Options which do not so accelerate to provide that vesting will accelerate (iii) either in part or in whole as may be finally determined by Medscape's Board with the consent of the preceding sentenceMedicaLogic, Parent which shall not be obligated unreasonably withheld or delayed) on the date that is one year after the Closing Date for any option holder who is employed by MedicaLogic, Medscape or any of their respective subsidiaries at such time. As promptly as practicable after the Effective Time, MedicaLogic shall issue to issue each holder of an Option a written instrument informing such holder of the assumption by MedicaLogic of such Option. Unless all Options are, as of the Effective Time, issuable pursuant to an effective registration statement on Form S-8 of MedicaLogic, or in the opinion of counsel of MedicaLogic freely tradable pursuant to Rule 701 under the Securities Act of 1933, as amended (the "Securities Act"), as soon as practicable after the Effective Time, MedicaLogic shall file a registration statement on Form S-8 (or any fraction successor form) with respect to the Options and shall use its reasonable efforts to maintain such registration statement (or any successor form), including the current status of a share of Parent any related prospectus, for so long as the Options remain outstanding. MedicaLogic shall use its reasonable efforts to cause the MedicaLogic Common Stock subject to the Options and Warrants to be quoted on the Nasdaq National Market or such other system or exchange on which the MedicaLogic Common Stock is then quoted or listed. MedicaLogic shall take all corporate action necessary to reserve for issuance a sufficient number of shares of MedicaLogic Common Stock for delivery upon exercise of the Options and any fraction of a share of Parent Common Stock that otherwise would be subject Warrants pursuant 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), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(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 agreement1.3.3.

Options and Warrants. (a) At or prior to the Effective Time, each Option which is 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 be assumed by Bowmxx. Xxter such action has been taken, effective at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall Bowmxx xxxll assume each Optionsuch then-outstanding and unexercised EDI Option or EDI Warrant and each such EDI Option and EDI Warrant shall, in accordance with the terms by virtue of the Company Stock Plan Merger and stock option agreement by which it is evidencedwithout any action on the part of the holder thereof, except that from and after the Effective Timerepresent options or warrants, (i) Parent and its Board of Directors shall be substituted for the Company and the Company’s Board of Directors administering such Company Stock Planrespectively, (ii) each Option assumed by Parent may be exercised solely exercisable for shares of Parent Common Stock Bowmxx Xxxck having the same terms and conditions as the EDI Options and EDI Warrants (including such terms and conditions as may be incorporated by reference into the agreements evidencing EDI Options and EDI Warrants pursuant to the plans or cash, if so provided under the terms of arrangements pursuant to which such Option), (iiiEDI Options and EDI Warrants were granted) except that the number of shares issuable upon exercise shall be multiplied by the Exchange Ratio and rounded to the nearest whole number of Parent Common shares of Bowmxx Xxxck and the exercise price per share of EDI Stock subject to under such Option option or warrant shall be equal to the number exercise price per share of Common Shares subject EDI Stock under such EDI Option or EDI Warrant divided by the Exchange Ratio and rounded to such Option immediately 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 multiplied by 1.54448 (continue to so qualify after the “Exchange Ratio”), 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 Exchange Ratio and rounding up to the nearest centEffective Time. 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), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to Bowmxx xxxll take all corporate action necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(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.reserve for issuance a

Options and Warrants. (a) At the Effective Time, each Company Option which that is outstanding at and unexercised immediately prior to the Effective TimeTime under the Company Incentive Plan, whether or not exercisablevested, shall be converted into and become rights with respect an option to purchase Parent Common Stock, and Parent shall assume the Company Incentive Plan (if necessary) and each Option, such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Stock Incentive Plan and the terms of the stock option agreement by which it such Company Option is evidencedevidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights, except that terms, and restrictions with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, : (i) Parent and its Board of Directors shall be substituted for the each Company and the Company’s Board of Directors administering such Company Stock Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock Stock; (or cash, if so provided under the terms of such Option), (iiiii) the number of shares of Parent Common Stock subject to such each Company Option assumed by Parent shall be equal to determined in accordance with the number of Common Shares subject to such Option immediately prior to the Effective Time multiplied by 1.54448 Allocation Certificate as provided in Section 5.15; (the “Exchange Ratio”), and (iviii) the per share exercise price under for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined in accordance with the Allocation Certificate as provided in Section 5.15; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule, and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) the determination in the Allocation Certificate of the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be adjusted by dividing 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 under each such Option by for the Exchange Ratio and rounding up to the nearest 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 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 any fraction the Company Incentive Plan, Parent may amend the terms of a share 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 otherwise would 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 a converted Option shall represent the right further adjustment as appropriate and necessary to receive a cash payment upon exercise reflect any stock split, division or subdivision of such converted Option equal shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization, or other similar transaction with respect to the product of such fraction and the difference between the market value of one share of Parent Common Stock at subsequent to 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) Effective Time; and (ivD) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the first sentence of this Section 5.15(a)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, (1) each Option which an option that is not intended to qualify as an “incentive stock option” shall be adjusted option as required by defined in Section 424 422 of the Code), and and, further, the regulations promulgated thereunder, so as not assumption of such Company Option pursuant to constitute a modification, extension or renewal of the option, within the meaning of this Section 424(h5.5(a) of the Code and (2) each Option shall be adjusted effected in a manner so as to comply with that satisfies the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate Code and the foregoing provisions Treasury Regulations promulgated thereunder (including the applicable portions of Treasury Regulation Section 1.424-1 as applied under Treasury Regulation Section 1.409A-1(b)(5)(v)(D)), and this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may 5.5(a) will be deemed necessary or advisable in order to effect the transactions contemplated by construed consistent with this Section 5.15(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 agreementintent.

Options and Warrants. (a) At or prior to the Effective Time, each Option which is 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 be assumed by Bowmxx. Xxter such action has been taken, effective at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall Bowmxx xxxll assume each Optionsuch then-outstanding and unexercised EDI Option or EDI Warrant and each such EDI Option and EDI Warrant shall, in accordance with the terms by virtue of the Company Stock Plan Merger and stock option agreement by which it is evidencedwithout any action on the part of the holder thereof, except that from and after the Effective Timerepresent options or warrants, (i) Parent and its Board of Directors shall be substituted for the Company and the Company’s Board of Directors administering such Company Stock Planrespectively, (ii) each Option assumed by Parent may be exercised solely exercisable for shares of Parent Common Stock Bowmxx Xxxck having the same terms and conditions as the EDI Options and EDI Warrants (including such terms and conditions as may be incorporated by reference into the agreements evidencing EDI Options and EDI Warrants pursuant to the plans or cash, if so provided under the terms of arrangements pursuant to which such Option), (iiiEDI Options and EDI Warrants were granted) except that the number of shares issuable upon exercise shall be multiplied by the Exchange Ratio and rounded to the nearest whole number of Parent Common shares of Bowmxx Xxxck and the exercise price per share of EDI Stock subject to under such Option option or warrant shall be equal to the number exercise price per share of Common Shares subject EDI Stock under such EDI Option or EDI Warrant divided by the Exchange Ratio and rounded to such Option immediately 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 multiplied by 1.54448 (continue to so qualify after the “Exchange Ratio”), and (iv) Effective Time. Bowmxx xxxll take all corporate action necessary to reserve for issuance a sufficient number of shares of Bowmxx Xxxck for delivery upon 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 Exchange Ratio and rounding up to the nearest 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 EDI Options and any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Option shall represent EDI Warrants after 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), (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(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 agreementEffective Time.

Options and Warrants. All options, warrants, or other rights to purchase shares of Company Capital Stock (aeach, a “Company Option”) At which are outstanding immediately prior to the Effective Time shall not be assumed by Parent, First Surviving Corporation or Surviving Corporation and shall therefore become, pursuant to their respective terms, fully vested and exercisable prior to the Effective Time, each Option which is outstanding at . Holders of Company Options shall be given the opportunity to exercise their Company Options effective prior to the Effective Time, whether or not exercisable, . 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 into, and become rights 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 Parent Common Stock, and Parent shall assume each Company Option, in accordance with an amount equal to (A) the terms Closing Cash Percentage multiplied by the exercise per share price of the applicable Company Option multiplied by (B) the total number of shares of Company Common Stock issuable upon full exercise of the Company Stock Plan Option and stock option agreement by 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) there shall be deducted from the aggregate Closing Date Stock Per Share Consideration payable with respect to each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the a number of shares of Parent Common Stock subject to such Option shall be that have a value (based on the Applicable Denominator) equal to (C) the Closing Stock Percentage multiplied by the exercise per share price of the applicable Company Option multiplied by (D) the total number of shares of Company Common Shares subject to such Option immediately prior to Stock issuable upon full exercise of the Effective Time multiplied by 1.54448 (Company Option, provided further, however, that if the “Exchange Ratio”), 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 Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions product of clause (iiiA) and (B) in clause (i) is greater than the aggregate Closing Date Cash Per Share Consideration payable with respect to a Company Option, then a number of 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 shares of Parent Common Stock that otherwise would be subject to have a converted Option shall represent value (based on the right to receive a cash payment upon exercise of such converted Option Applicable Denominator) equal to the amount of the excess of 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 (iiiA) and (ivB) over the aggregate Closing Date Cash Per Share Consideration payable with respect to such Company Option shall also be deducted from the aggregate Closing Date Stock Per Share Consideration payable with respect to such Company Option. Following the Effective Time, no holder of Company Options, or any participant in or beneficiary of any of the first sentence of this Section 5.15(a)Company Benefit Plans, (1) each Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations 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 Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(a). Anything in this Agreement to the contrary notwithstanding, Parent shall have any right to acquire or receive any equity securities or other interests in the rightFirst Surviving Corporation, in its sole discretionParent, 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 Surviving Corporation or contract their respective Subsidiaries, or agreementany other consideration.

Options and Warrants. (a) At Upon the Effective TimeDate, (i) each outstanding option, warrant to purchase common Stock, Series C Preferred Stock or Series D Preferred Stock or other right to purchase Common Stock, Series C Preferred Stock or Series D Preferred Stock of Immersion California, including those options granted under the 1994 Stock Option which is outstanding at Plan and 1997 Stock Option Plan (collectively, the Effective Time, whether or not exercisable"Option Plan") of Immersion California, shall be converted into and become rights with respect an option, warrant, or right to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of the Company Stock Plan and stock option agreement by 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 by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) purchase the number of shares of Parent Common Stock Immersion Delaware stock determined by multiplying the number of shares of Immersion California subject to the option, warrant or right to purchase by 0.807, rounded down to the nearest whole number, at a price per share equal to the exercise price of the option, warrant or right to purchase Immersion California stock divided by 0.807, rounded down to the nearest whole cent, and upon the same terms and subject to the same conditions as set forth in the Option Plan and other plan or agreement entered into by Immersion California pertaining to such Option options, 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 Series A Preferred Stock or Series B Preferred Stock of Immersion Delaware stock determined by multiplying the number of shares of Immersion California subject to the warrant by 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 (i) the options, warrants, and rights described in clause (i) of the preceding sentence equal to the number of Common Shares subject to such Option immediately prior to shares of Immersion California stock so reserved as of the Effective Time Date multiplied by 1.54448 (the “Exchange Ratio”), 0.807 and (ivii) of 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 Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of warrants described in clause (iiiii) 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 sentence equal to the product number of such fraction and the difference between the market value shares 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) Immersion California stock of the first sentence of this Section 5.15(a), (1) each Option which is an “incentive stock option” shall be adjusted relevant class and series so reserved as required by Section 424 of the CodeEffective Date multiplied by 4.035. As of the Effective Date, Immersion Delaware shall assume all obligations of Immersion California under agreements pertaining to such options, warrants and rights, including the Option Plans, and the regulations promulgated thereunderoutstanding options, so as not to constitute a modificationwarrants or other rights, extension or renewal of the optionportions thereof, within the meaning of Section 424(h) of the Code and (2) each Option shall be adjusted in a manner so as to comply with the requirements of Section 409A of the Code. The Company agrees to take all necessary steps to effectuate the foregoing provisions of this Section 5.15(a), including using its best efforts to obtain from each holder of a Option any consent or contract or agreement that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 5.15(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 agreementgranted pursuant thereto.