Common use of Options and Warrants Clause in Contracts

Options and Warrants. 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 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 are unvested or are subject to 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 issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be 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, Parent shall 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 shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options awards remain outstanding.

Options and Warrants. (a) As of the Effective Time, each all outstanding option, warrant or other right to acquire shares of Company Common Stock then outstanding Options (each, a "Company Stock Option")as defined below) that remain unexercised, whether vested or not then exercisableunvested, shall be assumed by Parent and shall be converted into an option, warrant or other right options to purchase shares of Parent Common Stock in accordance with this Section 2.01(d)(“Parent Options”) without further action by the holder thereof. Each Company Stock Parent Option as so assumed and converted shall continue constitute an option 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 acquire 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 as is equal to the product of the number of shares of Company Common Stock that were issuable subject to such the unexercised portion of the Company Stock Option immediately prior to the Effective Time multiplied by 0.0472, the Applicable Conversion Ratio for Company Common Stock (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each Parent Option as so assumed and converted shall be equal to the exercise price of the Company Option prior to the assumption divided by the Applicable Conversion Ratio (rounded up to the nearest whole cent), and the vesting schedule shall be the same as that of the Company Option that is converted into the Parent Option. (b) Prior to the Effective Time, the Company shall adopt such resolutions as are necessary to effect the treatment of the Company Options as contemplated by this Section 1.8. At the Effective Time, the Parent shall assume all obligations of the Company under the applicable Company Equity Plan, each outstanding Company Option, and the agreements evidencing the grants thereof and shall administer and honor all such awards in accordance with the terms and conditions of such awards and the applicable Company Equity Plan (subject to the adjustments required by reason of this Agreement or such other adjustments or amendments made by Parent in accordance with such terms and conditions). Following the Closing, the Company shall notify each holder of the conversion of Company Options into Parent Options. (c) As of the Effective Time, all outstanding Company Warrants (as defined below) that remain unexercised shall be assumed by Parent and shall be converted into warrants to purchase shares of Parent Common Stock (the “Parent Warrants”) in substitution for the Company Warrants, on substantially the same terms and conditions of the Company Warrants, but representing the right to acquire such number of shares of Parent Common Stock as is equal to the number of shares of Company Common Stock or Company Preferred Stock, as the case may be, subject to the unexercised portion of the Company Warrant multiplied by the Applicable Conversion Ratio for the class or series of Company Stock for which such Company Warrant is exercisable (with any fraction resulting from such multiplication to be rounded up or down to the nearest whole number, and with 0.5 shares rounded upward to the nearest whole number (ii) unless such Company Warrant provides for different treatment of fractions of a share in such circumstance, in which case the terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control)). The exercise price per share exercise price for of each share of Parent Common Stock subject to each Company Stock Option so converted Warrant 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 the Warrant prior to substitution divided by the Effective Time by 0.0472, Applicable Conversion Ratio (rounded to the nearest whole cent. , and with $0.005 rounded upward to the nearest whole cent (unless such Company Warrant provides for different treatment of fractions of a cent in such circumstance, in which case the terms of such Company Warrant pertaining to the treatment of a fraction of a cent shall control)). (d) The Company Parent shall use its reasonable best efforts to obtain take all consents corporate action necessary to allow reserve for the conversion issuance a sufficient number 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 are unvested or are subject to 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 for delivery upon exercise of (i) the Parent Options to be issued in exchange for such shares of the Company Common Stock will also Options and (ii) the Parent Warrants to be unvested and subject to issued for the same repurchase optionCompany Warrants, risk of forfeiture or other condition, and the certificates representing such 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, Parent shall 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 shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options awards remain outstanding1.8.

Options and Warrants. As of (a) At 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 option to purchase shares of Parent Li3 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 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 is outstanding immediately prior to the Effective Time are unvested or are subject (each, a “Li3 Option”), shall cease to represent 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 right to acquire shares of Parent Li3 Common Stock issued in exchange for such shares of Company Common Stock will also and shall be unvested and subject to the same repurchase optionconverted, risk of forfeiture or other condition, and the certificates representing such 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 at the Effective Time, Parent shall file into a registration statement right to acquire Ordinary Shares (a “Converted Option”), on Form S-8 (or any successor or, including if Form S-8 is not available, other appropriate forms) with respect the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Li3 Option or other related agreement or award pursuant to which such Li3 Option was granted. The number of Ordinary Shares subject to each such Converted Option shall be equal to (1) Ordinary Share for every two hundred and fifty (250) shares of Parent Li3 Common Stock underlying each such Li3 Option. Each Converted Option shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to such options assumed by Parent in accordance with this Section 2.01 the Exchange Ratio. Any portion of a Li3 Option exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (db) At the Effective Time, each warrant to purchase shares of Li3 Common Stock which is outstanding immediately prior to the Effective Time (each, a “Li3 Warrant”), shall cease to represent a right to acquire shares of Li3 Common Stock and shall use commercially reasonable efforts be converted, at the Effective Time, into a right to maintain acquire Ordinary Shares (a “Converted Warrant”), on the effectiveness of such registration statement or registration statements (same contractual terms and maintain conditions as were in effect immediately prior to the current status Effective Time under the terms of the prospectus Li3 Warrant or prospectuses contained thereinother related agreement or award pursuant to which such Li3 Warrant was granted. The number of Ordinary Shares subject to each such Converted Warrant shall be equal to (1) Ordinary Share for so long as every two hundred and fifty (250) shares of Li3 Common Stock underlying each such options awards remain outstandingLi3 Warrant. Each Converted Warrant shall have an exercise price per share equal to the exercise price per share of Li3 Common Stock, subject to the Exchange Ratio. Any portion of a Li3 Warrant exercisable for a fractional share of Ordinary Shares shall be rounded up to the nearest whole number.

Options and Warrants. (a) As of the Effective Time, each outstanding option, warrant or other right all options to acquire shares of purchase Class B Shares issued by the Company Common Stock then outstanding (each, a "Company Stock OptionOld Options"), whether vested or not then exercisableunvested, shall be assumed by Parent canceled and converted into an option, warrant or other right exchanged for options to purchase shares of Parent Buyer Common Stock ("New Options") but only to the extent the holder of such options had elected in writing prior to the Effective Time to exchange the Old Options for the New Options in accordance herewith. Immediately after the Effective Time, the holder of an Old Option so electing will be entitled to exchange his or her Old Option for a New Option in the Buyer. The New Option shall constitute an option to acquire such number of shares of Buyer Common Stock as is equal to the number of Class B Shares subject to the unexercised portion of the Old Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each New Option shall be equal to $1.00. The New Options shall be granted under Buyer's 2004 Stock Option Plan and that plan's terms, exercisability, vesting schedule, and status as an "incentive stock option" under Section 422 of the Code, if applicable. (b) As soon as practicable after the Effective Time, the Buyer or the Surviving Corporation shall take appropriate actions to collect the Old Options and the agreements evidencing the Old Options, which shall be deemed to be canceled and shall entitle the holder to exchange the Old Options for New Options in the Buyer. (c) Immediately after the Effective Time, each holder of an Old Option not electing to receive a New Option as provided in Section 1.8(a) above will be entitled to exchange his or her Old Option for an option to purchase shares of the Acquisition Subsidiary's Class B Non-Voting Common Stock ("Non-Electing Options"). The Non-Electing Options shall constitute an option to acquire such number of shares of the Acquisition Subsidiary's Class B Non-Voting Common Stock as is equal to the number of Class B Shares subject to the unexercised portion of the Old Option. The exercise price per share of the Non-Electing Option will be equal to the exercise price of the Old Option and its terms, exercisability and vesting schedule shall remain unchanged. (d) The Buyer shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Buyer Common Stock for delivery upon exercise of the New Options to be exchanged for Old Options in accordance with this Section 2.01(d). Each 1.8. (e) The Company Stock Option so converted shall continue to have, and be subject to, cause the 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 thattermination, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal any and all outstanding warrants 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 purchase capital stock of the Company Stock Options as provided in this Section 2.01(d), (the "Warrants") 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 are unvested or are subject to 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 issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be 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, Parent shall 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 shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options awards remain outstandingunexercised.

Options and Warrants. (a) As of the Effective Time, each outstanding option, warrant or other right all options to acquire shares of purchase Company Common Stock then outstanding issued by the Company pursuant to its 1997 Stock Option Plan and 1997B Stock Option Plan (each"Options") and the Warrant dated October 15, a 1998 issued to Phoenix Leasing Incorporated, the Warrant dated October 15, 1998 issued to Xxxxxx Kingsbrook and the Series D Warrant (collectively, the "Company Stock OptionWarrants"), whether vested or not then exercisableunvested, shall be assumed by Parent Entrust. Immediately after the Effective Time, each Option and converted into Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute an optionoption or warrant (as the case may be) to acquire, 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, on the same material terms and conditions (including vesting schedule) as set forth in were applicable under such Option or Warrant at the Effective Time, such number of shares of Entrust Common Stock as is equal to the number of Company Shares subject to the unexercised portion of such Option or Warrant multiplied by the applicable agreement pursuant Conversion Ratio (with any fraction resulting from such multiplication to which be rounded down to the nearest whole number). The exercise price per share of each such Company Stock assumed Option was issued and Warrant shall be equal to the exercise price of such Option or Warrant immediately prior to the Effective Time, except that, as of divided by the Effective Time, applicable Conversion Ratio (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 up to the nearest whole cent). The Company shall use its reasonable best efforts to obtain all consents necessary to allow for the conversion term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Company Stock Options Internal Revenue Code of 1986, as provided in this Section 2.01(damended (the "Code"), which consents are set forth in Section 2.01(d) if applicable, and all of the Company Disclosure Letter. To the extent any shares other terms of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to 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 issued in exchange for such shares of Company Common Stock will also be unvested Options and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. No later than 30 days following the filing of its first Annual Report on Form 10-K Warrants shall otherwise remain unchanged. (b) As soon as practicable after the Effective Time, Parent Entrust or the Surviving Corporation shall deliver to the holders of Options and Warrants appropriate notices setting forth such holders' rights pursuant to such Options and Warrants, as amended by this Section 1.9, and the agreements evidencing such Options and Warrants shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section 1.9 and contained in such notice). (c) Entrust shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Entrust Common Stock for delivery upon exercise of the Options and Warrants assumed in accordance with this Section 1.9. Within fifteen days after the receipt by Entrust of the consolidated audited and unaudited historical financial statements of the Company and the Subsidiaries (as defined below) required to be filed by Entrust with the Securities and Exchange Commission (the "SEC") pursuant to Item 7(a) of the Current Report on Form 8-K as a result of the transactions contemplated hereby, Entrust shall file a registration statement Registration Statement on Form S-8 (or any successor orform) under the Securities Act of 1933, including if Form S-8 is not availableas amended (the "Securities Act"), other appropriate forms) with respect to the all shares of Parent Entrust Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) the Options that may be registered on a Form S-8, and shall use commercially reasonable its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) Registration Statement for so long as such options awards Options remain outstanding.

Options and Warrants. 10.1. As of the Effective Time, each all outstanding option, warrant options to purchase MSI Solutions Stock issued by MSI Solutions pursuant to its stock option plans or other right otherwise ("Options") and outstanding warrants to acquire shares of Company Common purchase MSI Solutions Stock then outstanding (each, a "Company Stock OptionWarrants"), whether vested or not then exercisableunvested, 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)Eclipsys. 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 such Company Stock Option was issued immediately prior to Immediately after 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 or Warrant outstanding immediately prior to the Effective Time shall be deemed to constitute an option or warrant to acquire, on the same terms and conditions as were applicable under such Option or Warrant at the Effective Time, such number of shares of Eclipsys Stock as is equal to the number of shares of MSI Solutions Stock subject to the unexercised portion of such Option or Warrant multiplied by 0.0472, the MSI Solutions Conversion Ratio (with any fraction resulting from such multiplication to be rounded up or down to the nearest whole number or, in the case of shares of Parent Common Stock.5, and (ii) to the nearest odd number). The exercise price per share exercise price for of each share of Parent Common Stock subject to each Company Stock such assumed Option so converted or Warrant 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 or Warrant immediately prior to the Effective Time divided by 0.0472the MSI Solutions Conversion Ratio. The term, rounded 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. 10.2. As soon as practicable after the Effective Time, Eclipsys or the Surviving Corp. shall deliver to the nearest whole centholders of Options and Warrants appropriate notices setting forth such holders' rights pursuant to such Options and Warrants, as amended by this Section 10, and the agreements evidencing such Options and Warrants shall continue in effect on the same terms and conditions (subject to the amendments provided for in this Section). 10.3. The Company Eclipsys shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Eclipsys Common Stock for delivery upon exercise of the Options and Warrants assumed in accordance with this Section 10. As soon as practicable after the Effective Time, Eclipsys shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933, as amended (the "Securities Act") with respect to all shares of Eclipsys Stock subject to Options that may be registered on a Form S-8, and 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 are unvested or are subject to 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 issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be 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, Parent shall 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 shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) Registration Statement for so long as such options awards Options remain outstanding.

Options and Warrants. (a) As of the Effective Time, each outstanding option, warrant or other right all Options to acquire shares of purchase Company Common Stock then outstanding (each, a "Company Stock Option")Shares issued by the Company, whether vested or not then exercisableunvested, shall be assumed by Parent canceled and converted into an option, warrant or other right exchanged for options to purchase shares of Parent Common Stock (“New Options”) without further action by the holder thereof. The New Option shall constitute an option to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Old Option multiplied by the Common Conversion Ratio (with any fraction resulting from such multiplication to be rounded down to the nearest whole number). The exercise price per share of each New Option shall be equal to $1.00. The New Options shall be granted under Parent’s 2006 Stock Option Plan (the “Parent Option Plan”) and that plan’s terms, exercisability, vesting schedule, and status as an “incentive stock option” under Section 422 of the Code, if applicable. (b) As of the Effective Time, all Company Class B Warrants to purchase Company Class B Shares, whether vested or unvested, shall be canceled and exchanged for New Warrants without further action by the holder thereof. The New Warrant shall constitute a warrant to acquire such number of shares of Parent Common Stock as is equal to the number of Company Shares subject to the unexercised portion of the Company Class B Warrant and shall be on the same terms and conditions as the Company Class B Warrant. As such, the exercise price per share of each New Warrant shall be equal to $1.50. (c) As soon as practicable after the Effective Time, the Parent or the Surviving Corporation shall take appropriate actions to collect the Options and the agreements evidencing the Options, and the Company Class B Warrants, which shall be deemed to be canceled and shall entitle the holder to exchange the Options for New Options, and the Company Class B Warrants for New Warrants in the Parent. (d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of the New Options to be exchanged for Old Options and the New Warrants to be exchanged for the Company Class B Warrants in accordance with this Section 2.01(d). Each 1.8. (e) The Company Stock Option so converted shall continue to have, and be subject to, cause the 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 thattermination, as of the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent Common Stock equal any and all outstanding Warrants 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 purchase capital stock of the Company Stock Options as provided which remain unexercised, other than any Company Class B Warrants issued 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 are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement connection with the Company or under which the Company has any rights, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be 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, Parent shall 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 shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options awards remain outstandingPrivate Placement Offering.

Options and Warrants. As of (i) At the Effective Time, each outstanding option, option or 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 granted by Parent and converted into an option, warrant or other right CPI to purchase shares of Parent CPI Common Stock in accordance with this Section 2.01(d). Each Company Stock Option so converted shall continue to haveor CPI Preferred Stock, and be subject toeach Target Option, the same material terms which is outstanding and conditions (including vesting schedule) as set forth in the applicable agreement pursuant to which such Company Stock Option was issued unexercised 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 assumed by Holdco and be converted into an option or warrant to purchase shares of Parent Holdco Common Stock equal to in such amount and at such exercise price as provided below and otherwise having the product of the number of shares of Company Common Stock that were issuable subject to such Company Stock Option same terms and conditions as are in effect immediately prior to the Effective Time multiplied by 0.0472, rounded (except to the nearest whole extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the transactions contemplated hereby): (1) the number of shares of Parent Common Stock, and (ii) the per share exercise price for each share of Parent Holdco Common Stock to be subject to each Company Stock Option so converted the new option or warrant shall be equal to the quotient determined by dividing product of (x) the number of shares of CPI Common Stock, CPI Preferred Stock or Target Common Stock subject to the original option or warrant and (y) the CPI Exchange Ratio (if the original option or warrant related to CPI Common Stock or CPI Preferred Stock) or the Target Exchange Ratio (if the original option or warrant related to Target Common Stock), respectively; (2) the exercise price per share of Company Holdco Common Stock at which under the new option or warrant shall be equal to (x) the exercise price per share of the CPI Common Stock, CPI Preferred Stock or Target Common Stock under the original option or warrant divided by (y) the CPI Exchange Ratio (if the original option or warrant related to CPI Common Stock or CPI Preferred Stock) or the Target Exchange Ratio (if the original option or warrant related to Target Common Stock); and (3) upon each exercise of options or warrants by a holder thereof, the aggregate number of shares of Holdco Common Stock deliverable upon such Company Stock Option was exercisable immediately prior to the Effective Time by 0.0472exercise shall be rounded down, rounded if necessary, to the nearest whole share and the aggregate exercise price shall be rounded up, if necessary, to the nearest cent. The Company shall use its reasonable best efforts adjustments provided herein with respect to obtain all consents necessary to allow for the conversion any options that are "incentive stock options" (as defined in Section 422 of the Company Stock Options as provided Code) shall be effected in this a manner consistent with Section 2.01(d), which consents are set forth in Section 2.01(d424(a) of the Company Disclosure Letter. To the extent any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to 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 issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be 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, Parent shall 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 shares of Parent Common Stock subject to such options assumed by Parent in accordance with this Section 2.01 (d) and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options awards remain outstandingCode.