Common use of No Options, Warrants or Rights Clause in Contracts

No Options, Warrants or Rights. Except for (a) Company Options outstanding on the Agreement Date to purchase an aggregate of 3,966,041 shares of Company Common Stock (all of which Company Options were granted under the Company Option Plan) and (b) Company Warrants outstanding on the Agreement Date to purchase an aggregate of 459,466 shares of Company Preferred Stock (which shares would, upon issuance, be convertible into an aggregate of up to 459,466 shares of Company Common Stock ), there are no options, warrants, convertible securities or other securities, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer or other rights or agreements outstanding to purchase or otherwise acquire (whether directly or indirectly) any shares of the Company's authorized but unissued capital stock or any securities convertible into or exchangeable for any shares of the Company's capital stock or obligating the Company to grant, issue, extend or enter into any such option, warrant, convertible security or other security, call, commitment, conversion privilege, preemptive right, right of first refusal, right of first offer or other right or agreement, and the Company has no liability for any dividends accrued but unpaid. No person or entity holds or has any option, warrant or other right, to which the Company is a party to or is bound by or of which the Company has knowledge, to acquire any issued and outstanding shares of the capital stock of the Company from any holder of shares of the capital stock of the Company. A total of 3,966,041 shares of Company Common Stock are issuable upon the exercise of options granted under the Company Option Plan that are outstanding on the Agreement Date, 483,204 shares of Company Common Stock are reserved for future issuance under the Company Option Plan but have not been issued and are not subject to issuance upon the exercise of any outstanding options, and 770,199 shares of Company Common Stock have been issued upon the exercise of options granted under the Company Option Plan (and are included in the number of shares of Company Common Stock outstanding that is set forth in Section 3.3.1.(a)). Schedule 3.3.2 sets forth a complete list of (a) all holders of outstanding Company Options and the number of shares of Company Common Stock issuable upon the exercise of Company Options held by such person (indicating the number of such shares that are vested and the number that are unvested, the vesting schedule and the exercise price per share of Company Common Stock) and (b) all holders of outstanding Company Warrants, the number of shares of Series A Preferred Stock or Series B Preferred Stock issuable upon the exercise of the Company Warrants held by such person and the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible (indicating whether all such Company Warrants are vested and the execute prices of the Company Warrants per share of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock that are issuable upon exercise of the Company Warrants). During the two year period immediately prior to the Agreement Date, except as may be expressly required by the terms of the Company Option Plan, the Company has not authorized, or taken any action to authorize, the acceleration of the time during which any holder of any option, warrant or other right to purchase or acquire any share of capital stock of the Company may exercise such option, warrant or right. The Company Option Plan has been duly and validly approved by the Company's Board of Directors and stockholders.

No Options, Warrants or Rights. Except for Retek Options to purchase a total of eleven and four-tenths (a11.4) Company Options shares of Retek Stock which are outstanding on the Agreement Date to purchase an aggregate of 3,966,041 shares of Company Common Stock and held by the persons listed on Exhibit B (who are all of which Company Options were granted under the Company Option Plan) and (b) Company Warrants outstanding on the Agreement Date to purchase an aggregate of 459,466 shares of Company Preferred Stock (which shares would, upon issuance, be convertible into an aggregate of up to 459,466 shares of Company Common Stock Retek Optionees), there are no options, warrants, convertible securities or other securities, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer or other rights or agreements outstanding to purchase or otherwise acquire (whether directly or indirectly) any shares of the CompanyRetek's authorized but unissued capital stock or any securities convertible into or exchangeable for any shares of the CompanyRetek's capital stock or obligating the Company Retek to grant, issue, extend extend, or enter into into, any such option, warrant, convertible security or other security, call, commitment, conversion privilege, preemptive right, right of first refusal, right of first offer or other right or agreement, and the Company Retek has no liability for any dividends accrued but unpaid. No person or entity holds or has any option, warrant or other right, to which the Company is a party to or is bound by or of which the Company has knowledge, right to acquire any issued and outstanding shares of the capital stock of the Company Retek from any record or beneficial holder of shares of the capital stock of the CompanyRetek. A total of 3,966,041 No shares of Company Common Retek Stock are issuable upon reserved for issuance under any stock purchase, stock option or other benefit plan. Of the exercise options for eleven and four-tenths (11.4) shares of options Retek Stock that have been granted under the Company Option Plan that and are outstanding on the Agreement Date, 483,204 shares of Company Common Stock are reserved for future issuance under the Company Option Plan but have not been issued and are not subject to issuance upon the exercise of any outstanding options, and 770,199 shares of Company Common Stock no such options have been issued upon exercised as of the exercise Agreement Date. A list of options granted under the Company Option Plan (and are included in all holders of Retek Options, the number of shares Retek Options held by each such person, the date of Company Common Stock outstanding that grant, vesting schedule and per share exercise price of each such Retek Option, is set forth in Section 3.3.1.(a)). Schedule 3.3.2 sets forth a complete list of (a) all holders of outstanding Company Options and the number of shares of Company Common Stock issuable upon the exercise of Company Options held by such person (indicating the number of such shares that are vested and the number that are unvested, the vesting schedule and the exercise price per share of Company Common Stock) and (b) all holders of outstanding Company Warrants, the number of shares of Series A Preferred Stock or Series B Preferred Stock issuable upon the exercise of the Company Warrants held by such person and the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible (indicating whether all such Company Warrants are vested and the execute prices of the Company Warrants per share of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock that are issuable upon exercise of the Company Warrants). Exhibit B. During the two (2) year period immediately prior to the Agreement Date, except as may be expressly required by the terms of the Company Option Plan, the Company Retek has not authorized, or taken any action to authorize, the acceleration of the time during which any holder of any option, warrant or other right to purchase or acquire any share of capital stock of the Company Retek may exercise such option, warrant or right. The Company Option Plan has been duly and validly approved by the Company's Board of Directors and stockholders.

No Options, Warrants or Rights. Except for (a) Company Options to purchase ------------------------------ an aggregate total of 270,750 shares of Company Common Stock that are outstanding on the Agreement Date to purchase an aggregate of 3,966,041 shares of Company Common Stock (all of which Company Options were granted under the Company Option Plan) and (b) Company Warrants outstanding ), as listed on the Agreement Date to purchase an aggregate of 459,466 shares of Company Preferred Stock (which shares would, upon issuance, be convertible into an aggregate of up to 459,466 shares of Company Common Stock )Schedule 3.3.2, there are no -------------- options, warrants, convertible securities or other securities, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer or other rights or agreements outstanding to purchase or otherwise acquire (whether directly or indirectly) any shares of the Company's authorized but unissued capital stock or any securities convertible into or exchangeable for any shares of the Company's capital stock or obligating the Company to grant, issue, extend extend, or enter into any such option, warrant, convertible security or other security, call, commitment, conversion privilege, preemptive right, right of first refusal, right of first offer or other right or agreement, and the Company has no liability for any dividends accrued but unpaid. No person or entity holds or has any option, warrant or other right, to which the Company is a party to or is bound by or of which the Company has knowledge, right to acquire any issued and outstanding shares of the capital stock of the Company from any holder of shares of the capital stock of the Company. A total of 3,966,041 435,000 shares of Company Common Stock are reserved for issuance under the Company Option Plan, and no shares of Company Common Stock have been issued under the Company Option Plan. A total of 270,750 shares of Company Common Stock are issuable upon the exercise of options granted under the Company Option Plan that are outstanding on the Agreement Date, 483,204 Date and 164,250 shares of Company Common Stock are reserved for future issuance under the Company Option Plan but have not been issued and are not subject to reserved for issuance upon the exercise of any outstanding options, and 770,199 shares . A list of Company Common Stock have been issued upon the exercise all holders of options granted under the Company Option Plan (and are included in Options, the number of shares the Company Options held by each such person and the exercise price and vesting schedule of each Company Common Stock outstanding that Option held by each such person is set forth in Section 3.3.1.(a)). Schedule 3.3.2 sets forth a complete list of (a) all holders of outstanding Company Options and the number of shares of Company Common Stock issuable upon the exercise of Company Options held by such person (indicating the number of such shares that are vested and the number that are unvested, the vesting schedule and the exercise price per share of Company Common Stock) and (b) all holders of outstanding Company Warrants, the number of shares of Series A Preferred Stock or Series B Preferred Stock issuable upon the exercise of to the Company Warrants held by such person and the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible (indicating whether all such Company Warrants are vested and the execute prices of the Company Warrants per share of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock that are issuable upon exercise of the Company Warrants)Disclosure Letter. During the two (2) year period -------------- immediately prior to the Agreement Date, except as may be expressly required by the terms of the Company Option PlanPlan or the option grant letters issued thereunder, the Company has not authorized, or taken any action to authorize, the acceleration of the time during which any holder of any option, warrant or other right to purchase or acquire any share of capital stock of the Company may exercise such option, warrant or right. The Company Option Plan has been duly and validly approved by the Company's Board of Directors and stockholders.

No Options, Warrants or Rights. Except for (a) Company Options to purchase an aggregate total of 400,000 shares of Company Common Stock that are outstanding on the Agreement Date to purchase an aggregate of 3,966,041 shares of Company Common Stock (all of which Company Options were granted under the Company Option Plan) and (b) Company Warrants outstanding on the Agreement Date to purchase an aggregate of 459,466 shares of Company Preferred Stock (which shares would, upon issuance, be convertible into an aggregate of up to 459,466 shares of Company Common Stock ), there are no options, warrants, convertible securities or other securities, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer or other rights or agreements outstanding to purchase or otherwise acquire (whether directly or indirectly) any shares of the Company's authorized but unissued capital stock or any securities convertible into or exchangeable for any shares of the Company's capital stock or obligating the Company to grant, issue, extend extend, or enter into any such option, warrant, convertible security or other security, call, commitment, conversion privilege, preemptive right, right of first refusal, right of first offer or other right or agreement, and the Company has no liability for any dividends accrued but unpaid. No person or entity holds or has any option, warrant or other right, to which the Company is a party to or is bound by or of which the Company has knowledge, right to acquire any issued and outstanding shares of the capital stock of the Company from any holder of shares of the capital stock of the Company. A total of 3,966,041 600,000 shares of Company Common Stock are reserved for issuance under the Company Option Plan, and no shares of Company Common Stock have been issued under the Company Option Plan. A total of 400,000 shares of Company Common Stock are issuable upon the exercise of options granted under the Company Option Plan that are outstanding on the Agreement Date, 483,204 Date and 200,000 shares of Company Common Stock are reserved for future issuance under the Company Option Plan but have not been issued and are not subject to reserved for issuance upon the exercise of any outstanding options, and 770,199 shares . A list of Company Common Stock have been issued upon the exercise all holders of options granted under the Company Option Plan (and are included in Options, the number of shares the Company Options held by each such person and the exercise price and vesting schedule of each Company Common Stock outstanding that Option held by each such person is set forth in Section 3.3.1.(a)). Schedule 3.3.2 sets forth a complete list of (a) all holders of outstanding Company Options and the number of shares of Company Common Stock issuable upon the exercise of Company Options held by such person (indicating the number of such shares that are vested and the number that are unvested, the vesting schedule and the exercise price per share of Company Common Stock) and (b) all holders of outstanding Company Warrants, the number of shares of Series A Preferred Stock or Series B Preferred Stock issuable upon the exercise of to the Company Warrants held by such person and the number of shares of Company Common Stock into which such shares of Company Preferred Stock are convertible (indicating whether all such Company Warrants are vested and the execute prices of the Company Warrants per share of Company Common Stock issuable upon conversion of the shares of Company Preferred Stock that are issuable upon exercise of the Company Warrants)Disclosure Letter. During the two (2) year period immediately prior to the Agreement Date, except as may be expressly required by the terms of the Company Option Plan, the Company has not authorized, or taken any action to authorize, the acceleration of the time during which any holder of any option, warrant or other right to purchase or acquire any share of capital stock of the Company may exercise such option, warrant or right. The Company Option Plan has been duly and validly approved by the Company's Board of Directors and stockholders.