Common use of Option Exercise and Payment Clause in Contracts

Option Exercise and Payment. The Option may be exercised by HNC (or any HNC Entity to which all or any part of the Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the HNC Entities to maintain, in the aggregate, the Minimum Ownership Percentage. Each Option may be exercised at any time after the delivery of an Option Notice and prior to an Issuance Event Date by the delivery to Retek by HNC or any HNC entity of a written notice (the "Exercise Notice") to such effect specifying (i) the number of shares of Common Stock to be purchased by HNC or any of the HNC Entities upon such exercise of the Option and (ii) a calculation of the exercise price for such shares. Upon any such exercise of the Option, Retek will, prior to the Issuance Event Date, deliver to HNC (or any HNC Entity who is exercising the Option or who is designated by HNC), against payment therefor, certificates (issued in the name of HNC or its permitted assignee hereunder or as directed by HNC) representing the shares of Common Stock being purchased upon such exercise. If after the receipt of an Option Notice and prior to the corresponding Issuance Event Date, HNC delivers to Retek an Exercise Notice, Retek shall deliver the certificates for the shares of Common Stock being purchased prior to the applicable Issuance Event Date. Payment for such shares shall be made, on the date of delivery of such certificates, by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by Retek, for the full purchase price for such shares.

Option Exercise and Payment. The Option may be exercised by HNC (or any HNC Entity to which all or any part of the Option has been assigned) for a number of shares equal to or less than the number of shares that are necessary for the HNC Entities to maintain, in the aggregate, the Minimum Ownership Percentage. Each Option may be exercised at any time after the delivery of an Option Notice and prior to an Issuance Event Date by the delivery to Retek by HNC or any HNC entity of a written notice (the "Exercise Notice") to such effect specifying (i) the number of shares of Common Stock to be purchased by HNC or any of the HNC Entities upon such exercise of the Option and (ii) a calculation of the exercise price for such shares. Upon any such exercise of the Option, Retek will, prior to the Issuance Event Date, deliver to HNC (or any HNC Entity who is exercising the Option or who is designated by HNC), against payment therefor, certificates (issued in the name of HNC or its permitted assignee hereunder or as directed by HNC) representing the shares of Common Stock being purchased upon such exercise. If after the receipt of an Option Notice and prior to the corresponding Issuance Event Date, HNC delivers to Retek an Exercise Notice, Retek shall deliver the certificates for the shares of Common Stock being purchased prior to the applicable Issuance Event Date. Payment for such shares shall be made, on the date of delivery of such certificates, by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by Retek, for the full purchase price for such shares.Event

Option Exercise and Payment. The Option may be exercised upon the occurrence of each Issuance Event by HNC NSP (or any HNC NSP Entity to which all or any part of the Option has been assigned) for a number of shares equal to or less than the number of shares shares, if any, that are necessary for the HNC NSP Entities to maintain, in the aggregate, the Minimum Ownership PercentagePercentage prior to giving effect to (a) the applicable Issuance Event and (b) any prior Issuance Event with respect to which and to the extent NSP had not exercised this Option in full; provided, however, that the exercise price with respect to shares subject to the Option as a result of such prior Issuance Event for which notice was given pursuant to Section 2.2(a) or 2.2(b) shall be determined as of the Issuance Date associated with such prior Issuance Event. Each The Option may be exercised at any time after the delivery receipt of an Option Notice and prior to an the Issuance Event Date by the delivery to Retek by HNC or any HNC entity NRG of a written notice to such effect (the an "Exercise Notice") to such effect specifying (i) the number of shares of Common Stock to be purchased by HNC NSP, or any of the HNC NSP Entities upon such exercise (which may be expressed as a percentage of the shares identified in the Option Notice) and (ii) a calculation of the exercise price for such shares. Upon any such exercise of the Option, Retek NRG will, prior to the applicable Issuance Event Date, deliver to HNC NSP (or any HNC NSP Entity who is exercising the Option or who is designated by HNCNSP), against payment therefor, certificates (issued in the name of HNC NSP or its permitted assignee hereunder or as directed by HNCNSP) representing the shares of Common Stock being purchased upon such exercise. If after the receipt of an Option Notice and prior to the corresponding Issuance Event Date, HNC delivers to Retek an Exercise Notice, Retek shall deliver the certificates for the shares of Common Stock being purchased prior to the applicable Issuance Event Date. Payment for such shares shall be made, on the date of delivery of such certificates, made by wire transfer or intrabank transfer of immediately-available funds to such account as shall be specified by RetekNRG, for the full purchase price for such shares. In the event the Exercise Notice is being delivered with respect to a Follow On Offering, the Exercise Notice shall be delivered within 10 business days of receipt of the Option Notice, and shall constitute an irrevocable offer to buy the shares of Common Stock included in the Exercise Notice at the Market Price upon closing of the Follow On Offering. If NSP fails to give the Exercise Notice within such 10 business days, NRG shall not be obligated to sell shares to NSP at the closing of such Follow On Offering.