Common use of Options and Warrants Clause in Contracts

Options and Warrants. (a) At the Effective Time, Sensec shall assume Ensec's rights and obligations under each of the outstanding stock options previously granted by Ensec to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Options and Warrants. (a) At the Effective Time, Sensec Omnicare shall assume EnsecIBAH's rights and obligations under each of the outstanding stock options previously granted by Ensec IBAH to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from SensecOmnicare, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a2.8(a), the Assumed Ensec Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Option; provided, however, that the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec Omnicare for Ensec IBAH and, in the case of employees, employment by an Sensec Omnicare Company for employment by an Ensec IBAH Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Options and Warrants. (a) At the Effective Time, Sensec shall assume EnsecSentech's rights and obligations under each of the outstanding stock options previously granted by Ensec Sentech to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Sentech Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Sentech Option"). Under each Assumed Ensec Sentech Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Sentech Option, the Ensec Sentech Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Sentech Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Sentech Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a3.7(a), the Assumed Ensec Sentech Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Sentech Option; provided, however, that the terms of such Existing Ensec Sentech Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Sentech Options as a result of the Merger. Each Assumed Ensec Sentech Option shall constitute a continuation of the Existing Ensec Sentech Option, substituting Sensec for Ensec Sentech and, in the case of employees, employment by an Sensec Company for employment by an Ensec Sentech Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Sentech Option shall be such that the substitution of the Assumed Ensec Sentech Option for the Existing Ensec Sentech Option would not constitute a modification of the Existing Ensec Sentech Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Options and Warrants. (a) At the Effective Time, Sensec the Merged Company shall assume EnsecAsure's rights and obligations under each of the outstanding stock options previously granted by Ensec Asure to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Asure Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Asure Option"). Under each Assumed Ensec Asure Option, the optionee shall have the right to receive from Sensecthe Merged Company, in accordance with the terms and subject to the conditions of the Existing Ensec Asure Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Asure Option immediately prior to the Effective Time, but only in accordance with the terms and conditions of the Existing Ensec Asure Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a), the Assumed Ensec Asure Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec Asure Option; provided, however, that the terms of such Existing Ensec Asure Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Asure Options as a result of the Merger. Each Assumed Ensec Asure Option shall constitute a continuation of the Existing Ensec Asure Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Merged Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunderAsure.

Options and Warrants. (a) At the Effective TimeDate, Sensec RAI shall assume EnsecIBUI's rights and obligations under each of the outstanding stock options previously granted by Ensec IBUI to certain of its employees, directors and consultants that are outstanding immediately prior to the Effective Time Date (each such stock option existing immediately prior to the Effective Time Date is referred to herein as an "Existing Ensec IBUI Option" and each such assumed stock option existing immediately after the Effective Time Date is referred to herein as an "Assumed Ensec IBUI Option"). Under each Assumed Ensec IBUI Option, the optionee shall have the right to receive from SensecRAI, in accordance with the terms and subject to the conditions of the Existing Ensec IBUI Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec IBUI Option immediately prior to the Effective TimeDate, but only in accordance with the terms and conditions of the Existing Ensec IBUI Option (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a2.10(a), the Assumed Ensec IBUI Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Ensec IBUI Option; provided, however, that the terms of such Existing Ensec IBUI Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec IBUI Options as a result of the MergerMerger and Share Exchange. Each Assumed Ensec IBUI Option shall constitute a continuation of the Existing Ensec IBUI Option, substituting Sensec RAI for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoing, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunderIBUI.

Options and Warrants. (a) At Prior to the Effective Time, Sensec shall assume Ensec's rights and obligations under each the board of directors of the outstanding stock options previously granted by Ensec to certain of its employees, directors and consultants Company shall take all action necessary under the 2015 Stock Option Plan so that are outstanding (i) immediately prior to the Effective Time each issued and outstanding In-the-Money Option which is unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Ensec Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Ensec Option"). Under each Assumed Ensec Option, the optionee shall have the right to receive from Sensec, in accordance with the terms and subject to the conditions of the Existing Ensec Option, the Ensec Merger Consideration that such optionee would have been entitled to receive had the optionee exercised his or her Existing Ensec Option immediately prior to ii) at the Effective Time, but only each Option that is not an In-the-Money Option, if any, shall be automatically canceled and extinguished with no right to receive any consideration or payment and (iii) at the Effective Time all issued and outstanding In-the-Money Options shall be deemed exercised and automatically converted into the right to receive, at such time and in the manner provided in Section 2.10 and subject to adjustment in accordance with the terms and conditions of the Existing Ensec Option this Agreement (including payment of the aggregate exercise price thereof). Except as provided in this Section 2.7(a2.12), the Assumed Ensec applicable Per Option Merger Consideration, subject to any applicable withholding Taxes, in full satisfaction of the rights of such holder with respect thereto. At the Effective Time, the Representative shall pay to (x) the Company for further payment to each Optionholder who is employed or was previously employed by the Company or any of its Subsidiaries through the Company’s (or the applicable Subsidiary’s) payroll system, subject to any applicable withholding Taxes, the applicable Per Option Merger Consideration due under this Section 2.9(a) with respect to each issued and outstanding In-the-Money Option held by such Optionholder and (y) each Optionholder who is not give and was not previously employed by the optionee Company or any additional benefits that of its Subsidiaries, on behalf of the holder thereof did Company and subject to any applicable withholding Taxes, the applicable Per Option Merger Consideration due under this Section 2.9(a) with respect to each issued and outstanding In-the-Money Option held by such Optionholder. Further payments to which each Optionholder is entitled shall be paid by the Representative to the Company for further payment to such Optionholder through the Company’s (or its applicable Subsidiary’s) payroll system (if such Optionholder is currently or was formerly employed by the Company or any of its Subsidiaries), or to the Optionholder directly (if the Optionholder is not have under currently or was not formerly employed by the Existing Ensec Option; providedCompany or any of its Subsidiaries), howeverin each case, that subject to any applicable withholding Taxes, as, if and when an amount is released or paid to the Representative pursuant to the terms of such Existing Ensec Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Ensec Options as a result of the Merger. Each Assumed Ensec Option shall constitute a continuation of the Existing Ensec Option, substituting Sensec for Ensec and, in the case of employees, employment by an Sensec Company for employment by an Ensec Company. Notwithstanding the foregoingthis Agreement, the terms of any Assumed Ensec Option shall be such that the substitution of the Assumed Ensec Option for the Existing Ensec Option would not constitute a modification of the Existing Ensec Option within the meaning of Section 424(h)(3) of the Code Adjustment Escrow Agreement and the Regulations promulgated thereunderSpecial Escrow Agreement.