Common use of Asymetrix Options, Warrants, Reserved Shares Clause in Contracts

Asymetrix Options, Warrants, Reserved Shares. Except -------------------------------------------- for: (i) conversion privileges of the Series A Stock, the Series 1 Stock, the Series 4 Stock and the Series 5 Stock, (ii) options to purchase 4,307,353 shares of Asymetrix Common Stock (as of December 15, 1997) and a like number of shares of Asymetrix Common Stock reserved for issuance upon the exercise thereof, (iii) 813,115 additional shares of Asymetrix Common Stock (as of December 15, 1997) reserved for future issuance under the Asymetrix's 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Asymetrix Option Plan"), (iv) an option to --------------------- purchase 19,431 shares of Series 4 Stock, and (v) the proposed issuance of up to 50,000 shares of Series 1 Stock (of which shares, 37,500 are validly issued, outstanding, fully paid and nonassessable) to certain of Asymetrix's vendors, there are not outstanding any options, warrants, calls, commitments, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Asymetrix of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Asymetrix's capital stock or obligating Asymetrix to grant, extend, or enter into any such option, warrant, call, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Apart from the exceptions noted in this Section 4.3.2, and except for (i) rights of first refusal and rights of repurchase held by Asymetrix to repurchase shares of Asymetrix Common Stock issued under Stock Issuance and Restriction Agreements relating to the issuance of 8,100 shares of Common Stock and to 37,500 shares of Series 1 Stock (the "Stock Issuance and Restriction Agreements"), (ii) rights of ----------------------------------------- first refusal and repurchase rights held by Asymetrix to purchase shares of its capital stock issued under the Asymetrix Option Plan, (iii) the rights granted in that certain Stock Issuance and Restriction Agreements dated as of September 27, 1996 by and between Asymetrix and EnCompass Group, Inc. (iv) the rights granted in that certain Amended and Restated Investor's Rights Agreement dated as of December 20, 1996 by and among Asymetrix, SOFTVEN No. 2 Investment Enterprise Partnership and former shareholder Multimedia Asia Pacific Pty Ltd (the "Investor's Rights Agreement"), (v) the rights granted in that certain --------------------------- Acquisition Agreement, dated as of July 17, 1997 by and among the Company, Xxxxx Computing, Inc., Asymocha Merger Corporation and Xxxx Xxxxx, (vi) a Voting Agreement and Registration Rights Agreement dated as of September 11, 1997 entered into in connection with the acquisition of Aimtech Corporation and (vii) a Voting and Co-Sale Agreement and Registration Rights Agreement dated as of September 30, 1997 among the Company, Xxxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxxx, there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) or registration rights applicable to any of Asymetrix's outstanding securities.

Asymetrix Options, Warrants, Reserved Shares. Except As of June 18, -------------------------------------------- 1998, except for: (i) conversion privileges of the Series A Stock, the Series 1 Stock, the Series 4 Stock and the Series 5 Stock, (ii) options to purchase 4,307,353 3,725,673 shares of Asymetrix Common Stock (as of December 15, 1997) and a like number of shares of Asymetrix Common Stock reserved for issuance upon the exercise thereof, (iii) 813,115 additional shares of Asymetrix Common Stock (as of December 15, 1997) reserved for future issuance thereof under the Asymetrix's Asymetrix 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Asymetrix 1995 Option Plan"), (ii) options to ---------------- purchase 112,500 shares of Asymetrix Common Stock and a like number of shares of Asymetrix Common Stock reserved for issuance upon the exercise thereof under the Asymetrix 1998 Equity Incentive Plan (the "1998 Equity Plan"), 1,387,998 additional shares of Asymetrix Common Stock reserved for future issuance under the 1998 Equity Plan, (iv) an option to --------------------- purchase 19,431 purchase14,573 shares of Series 4 Asymetrix Common Stock, and (v) the proposed issuance of up to 50,000 187,500 additional shares of Series 1 Asymetrix Common Stock (reserved for future issuance under the Asymetrix 1998 Directors Stock Option Plan, which became effective upon the effective date of the initial public offering of Asymetrix Common Stock and of which sharesoptions to purchase30,000 shares have been granted to eligible directors, 37,500 are validly issuedeffective June 11, outstanding, fully paid and nonassessable) to certain of Asymetrix's vendors1998, there are not outstanding any options, warrants, calls, commitments, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Asymetrix of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Asymetrix's capital stock or obligating Asymetrix to grant, extend, or enter into any such option, warrant, call, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Apart from the exceptions noted in this Section 4.3.2, and except for (i) rights of first refusal and rights of repurchase held by Asymetrix to repurchase shares of Asymetrix Common Stock issued under Stock Issuance and Restriction Agreements relating to the issuance of 8,100 shares of Common Stock and to 37,500 shares of Series 1 Stock (the "Stock Issuance and Restriction Agreements"), (ii) rights of ----------------------------------------- first refusal and repurchase rights held by Asymetrix to purchase shares of its capital stock issued under the Asymetrix Option Plan, (iii) the rights granted in that certain Stock Issuance and Restriction Agreements dated as of September 27, 1996 by and between Asymetrix and EnCompass Group, Inc. (ivii) the rights granted in that certain Amended and Restated Investor's Rights Agreement dated as of December 20, 1996 by and among Asymetrix, SOFTVEN No. 2 Investment Enterprise Partnership and former shareholder Multimedia Asia Pacific Pty Ltd (the "Investor's Rights ----------------- Agreement"), (viii) the rights granted in that certain --------------------------- Acquisition Agreement, --------- dated as of July 17, 1997 by and among the CompanyAsymetrix, Xxxxx Computing, Inc., Asymocha Merger Corporation and Xxxx Xxxxx, (viiv) a Voting Agreement and Registration Rights Agreement dated as of September 11, 1997 entered into in connection with the acquisition of Aimtech Corporation and Corporation, (viiv) a Voting and Co-Sale Agreement and Registration Rights Agreement dated as of September 30, 1997 among the CompanyAsymetrix, Xxxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxxx, (vii) a Registration Rights Agreement dated as of December 22, 1997 among Asymetrix and the former shareholders of Communication Strategies, Incorporated, and (vii) a Registration Rights Agreement dated as of May 22, 1998 among Asymetrix and the former Shareholders of Strategic Systems Associates, Inc., there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) or registration rights applicable to any of Asymetrix's outstanding securities.

Asymetrix Options, Warrants, Reserved Shares. Except -------------------------------------------- As of May 19, 1998, except for: (i) conversion privileges of the Series A Stock, the Series 1 Stock, the Series 4 Stock and the Series 5 Stock, (ii) options to purchase 4,307,353 4,888,158 shares of Asymetrix Common Stock (as of December 15, 1997) and a like number of shares of Asymetrix Common Stock reserved for issuance upon the exercise thereof, (iii) 813,115 118,771 additional shares of Asymetrix Common Stock (as of December 15, 1997) reserved for future issuance under the Asymetrix's Asymetrix 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Asymetrix Option Plan"), (iv) an option to --------------------- purchase 19,431 shares of Series 4 Stock, (v) the proposed public offering of shares of Asymetrix Common Stock pursuant to the Form S-1, (vi) 2,000,000 additional shares of Asymetrix Common Stock reserved for future issuance under the Asymetrix 1998 Equity Incentive Plan, which is to become effective upon the closing of the initial public offering of Asymetrix Common Stock, (vii) 250,000 additional shares of Asymetrix Common Stock reserved for future issuance under the Asymetrix 1998 Directors Stock Option Plan, which is to become effective upon the closing of the initial public offering of Asymetrix Common Stock and (vviii) the proposed issuance of up to 50,000 shares of Series 1 Stock (of which shares, 37,500 are validly issued, outstanding, fully paid and nonassessable) to certain of Asymetrix's vendors, there are not outstanding any options, warrants, calls, commitments, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Asymetrix of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Asymetrix's capital stock or obligating Asymetrix to grant, extend, or enter into any such option, warrant, call, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Apart from the exceptions noted in this Section 4.3.2, and except for (i) rights of first refusal and rights of repurchase held by Asymetrix to repurchase shares of Asymetrix Common Stock issued under Stock Issuance and Restriction Agreements relating to the issuance of 8,100 11,100 shares of Common Stock and to 37,500 shares of Series 1 Stock (the "Stock Issuance and Restriction Agreements"), (ii) rights of ----------------------------------------- first refusal and repurchase rights held by Asymetrix to purchase shares of its capital stock issued under the Asymetrix Option Plan, (iii) the rights granted in that certain Stock Issuance and Restriction Agreements dated as of September 27, 1996 by and between Asymetrix and EnCompass Group, Inc. (iv) the rights granted in that certain Amended and Restated Investor's Rights Agreement dated as of December 20, 1996 by and among Asymetrix, SOFTVEN No. 2 Investment Enterprise Partnership and former shareholder Multimedia Asia Pacific Pty Ltd (the "Investor's Rights Agreement"), (v) the rights granted in that certain --------------------------- Acquisition Agreement, dated as of July 17, 1997 by and among the Company, Xxxxx Computing, Inc., Asymocha Merger Corporation and Xxxx Xxxxx, (vi) a Voting Agreement and Registration Rights Agreement dated as of September 11, 1997 entered into in connection with the acquisition of Aimtech Corporation and (vii) a Voting and Co-Sale Agreement and Registration Rights Agreement dated as of September 30, 1997 among the Company, Xxxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxxx, there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) or registration rights applicable to any of Asymetrix's outstanding securities.,

Asymetrix Options, Warrants, Reserved Shares. Except -------------------------------------------- for: (i) -------------------------------------------- conversion privileges of the Series A Stock, the Series 1 Stock, the Series 4 B Stock and the Series 5 1 Stock, (ii) options to purchase 4,307,353 4,018,451 shares of Asymetrix Common Stock (as of December 15, 1997) and a like number of shares of Asymetrix Common Stock reserved for issuance upon the exercise thereof, (iii) 813,115 1,496,851 additional shares of Asymetrix Common Stock (as of December 15, 1997) reserved for future issuance under the Asymetrix's 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Asymetrix Option Plan"), and (iv) an option to the --------------------- purchase 19,431 shares of Series 4 Stock, and (v) the proposed issuance of up to 50,000 shares of Series 1 Stock (of which shares, 37,500 are validly issued, outstanding, fully paid and nonassessable) to certain of Asymetrix's vendors, there are not outstanding any options, warrants, calls, commitments, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Asymetrix of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Asymetrix's capital stock or obligating Asymetrix to grant, extend, or enter into any such option, warrant, call, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Apart from the exceptions noted in this Section 4.3.24.2.3, and except for (i) rights of first refusal and rights of repurchase held by Asymetrix to repurchase shares of Asymetrix Common Stock issued under Stock Issuance and Restriction Agreements relating to the issuance of 8,100 shares of Common Stock and to 37,500 shares of Series 1 Stock (the "Stock Issuance and ------------------ Restriction Agreements"), (ii) rights of ----------------------------------------- first refusal and repurchase rights held by ---------------------- Asymetrix to purchase shares of its capital stock issued under the Asymetrix Option Plan, (iii) the rights granted in that certain Stock Issuance and Restriction Agreements dated as of September 27, 1996 by and between Asymetrix and EnCompass Group, Inc. (iv) the rights granted in that certain Amended and Restated Investor's Rights Agreement dated as of December 20, 1996 by and among Asymetrix, SOFTVEN No. 2 Investment Enterprise Partnership and former shareholder Multimedia Asia Pacific Pty Ltd (the "Investor's Rights Agreement"), (v) the rights granted in that certain --------------------------- Acquisition Agreement, dated as of July 17, 1997 by and among the Company, Xxxxx Computing, Inc., Asymocha Merger Corporation and Xxxx Xxxxx, (vi) a Voting Agreement and Registration Rights Agreement dated as of September 11, 1997 entered into in connection with the acquisition of Aimtech Corporation and (vii) a Voting and Co-Sale Agreement and Registration Rights Agreement dated as of September 30, 1997 among the Company, Xxxxxx Xxxxx, Xxxxx Xxxxx and Xxxx Xxxxxx, there are no voting agreements, rights of first --------------------------- refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) or registration rights applicable to any of Asymetrix's outstanding securities.

Asymetrix Options, Warrants, Reserved Shares. Except -------------------------------------------- for: (i) -------------------------------------------- conversion privileges of the Series A Stock, the Series 1 B Stock, the Series 4 1 Stock and the Series 5 4 Stock, (ii) options to purchase 4,307,353 4,283,008 shares of Asymetrix Common Stock (outstanding as of December 15September 29, 1997) and a like number of shares of Asymetrix Common Stock reserved for issuance upon the exercise thereof, (iii) 813,115 1,135,210 additional shares of Asymetrix Common Stock (as of December 15September 29, 1997) reserved for future issuance under the Asymetrix's 1995 Combined Incentive and Nonqualified Stock Option Plan (the "Asymetrix Option ---------------- Plan"), (iv) an option to --------------------- purchase 19,431 shares of Series 4 Stock, and (v) the ---- proposed issuance of up to 50,000 shares of Series 1 Stock (of which shares, 37,500 are validly issued, outstanding, fully paid and nonassessable) to certain of Asymetrix's vendors, there are not outstanding any options, warrants, calls, commitments, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Asymetrix of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Asymetrix's capital stock or obligating Asymetrix to grant, extend, or enter into any such option, warrant, call, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Apart from the exceptions noted in this Section 4.3.2, and except for (i) rights of first refusal and rights of repurchase held by Asymetrix to repurchase shares of Asymetrix Common Stock issued under Stock Issuance and Restriction Agreements relating to the issuance of 8,100 shares of Common Stock and to 37,500 shares of Series 1 Stock (the "Stock Issuance and ------------------ Restriction Agreements"), (ii) rights of ----------------------------------------- first refusal and repurchase rights ---------------------- held by Asymetrix to purchase shares of its capital stock issued under the Asymetrix Option Plan, (iii) the rights granted in that certain Stock Issuance and Restriction Agreements dated as of September 27, 1996 by and between Asymetrix and EnCompass Group, Inc. (iv) the rights granted in that certain Amended and Restated Investor's Rights Agreement dated as of December 20, 1996 by and among Asymetrix, SOFTVEN No. 2 Investment Enterprise Partnership and former shareholder Multimedia Asia Pacific Pty Ltd (the "Investor's Rights Agreement"), ) and (v) the rights granted in that certain --------------------------- Acquisition Agreement, dated as of July 17, 1997 by and among the Company, Xxxxx Computing, Inc., Asymocha Merger Corporation and Xxxx Xxxxx, (viiv) a Voting Agreement --------------------------- and Registration Rights Agreement dated as of September 11, 1997 entered into in connection with the acquisition of Aimtech Corporation and (vii) a Voting and Co-Sale Agreement and Registration Rights Agreement dated as of September 30, 1997 among the Company, Xxxxxx Xxxxx, Xxxxx Xxxxx and Xxxx XxxxxxAimtech, there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) or registration rights applicable to any of Asymetrix's outstanding securities.