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

Options, Warrants, Reserved Shares. Except for (i) 4,835,000 shares of Common Stock issuable upon the exercise of options outstanding as of December 31, 1997, (ii) an aggregate of 1,303,000 shares of Common Stock reserved for issuance as of such date for future grants or sale under the Company's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the "Plans"), (iii) 95,122 shares of Common Stock issuable upon the exercise of outstanding warrants to purchase Common Stock as of such date, (iv) 325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrant, and (v) 166,667 shares of Common Stock issuable upon the conversion of a Convertible Promissory Note with Itochu Corporation, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except for any stock repurchase rights of the Company under the Plans, no shares of the Company's outstanding capital stock, or stock issuable upon exercise, conversion or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. Except for (i) 4,835,000 shares the rights of Common Stock issuable upon the exercise first refusal granted to certain stockholders under Section 9 of options outstanding that certain Stockholders' Agreement dated as of December 31January 13, 19971999, as amended (the "STOCKHOLDERS' AGREEMENT"), by and among the Company and such stockholders (the "EXISTING REFUSAL RIGHTS"), (ii) an aggregate of 1,303,000 the 3,685,824 shares of Common Stock reserved for issuance as of such date for future grants or sale under the Company's 1995 Equity Incentive Planstock option plans under which options to purchase 2,001,575 shares are outstanding as of March 20, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan 2000 (subject to increase prior to the "Plans"Closing due to option grants in the ordinary course), and (iii) 95,122 options to purchase 150,000 shares of the Company's Common Stock issuable upon issued outside of the exercise of Company's stock option plans, there is no outstanding warrants to purchase Common Stock as of such dateoption, (iv) 325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrant, and (v) 166,667 shares of Common Stock issuable upon the conversion of a Convertible Promissory Note with Itochu Corporation, there are not outstanding any options, warrants, rights right (including conversion or preemptive rights) or agreements agreement for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except Apart from the exceptions noted in this Section 3.2(c), and except for any stock repurchase rights of first refusal held by the Company to purchase shares of its stock issued under the PlansCompany's stock option plans, no shares of the Company's outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. Except for for: (i) 4,835,000 shares of Common the Series B Preferred Stock issuable upon Purchase Agreement which will be entered into between the exercise of options outstanding as of December 31Company and Adaptec, 1997Inc., a California corporation ("Adaptec"), (the "Series B Agreement"); (ii) an aggregate the conversion privileges of 1,303,000 the Series A Stock and Series B Stock, (iii) the rights of first refusal provided in Section 2.8 of the Stockholder Rights Agreement (as defined in Section 5.2(d) below); and (iv) the (TotalCommonReservedForIssue) shares of Common Stock reserved for issuance as of such date for future grants or sale under the Company's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors 1998 Stock Option Plan and 1996 Employee Stock Purchase Plan (the "Plans"), (iii) 95,122 shares of Common Stock issuable upon the exercise of outstanding warrants to purchase Common Stock as of such date, (iv) 325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrant, and (v) 166,667 shares of Common Stock issuable upon the conversion of a Convertible Promissory Note with Itochu Corporation, under which there are planned options; there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except Apart from the exceptions noted in this Section 3.2(c), and except for any stock the Company's right of first refusal and repurchase rights under the Investors' Rights Agreement and rights of first refusal held by the Company to purchase shares of its stock issued under the PlansCompany's form of Employee Stock Purchase Agreement and 1998 Stock Option Plan, no shares of the Company's outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. Except for As of the date hereof (i) 4,835,000 a total of 764,500 shares of Common Stock issuable upon the are reserved for issuance on exercise of currently outstanding stock options outstanding as and a total of December 31, 1997, (ii) an aggregate of 1,303,000 4,326 shares of Common Stock reserved for issuance as of such date for future grants or sale are subject to vesting under the Company's 1995 Equity Incentive Planrestricted stock awards heretofore granted under Company equity incentive plans, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the "Plans"), (iii) 95,122 an additional 455,224 shares of Common Stock issuable upon are reserved for issuance in connection with stock options or other equity awards that may be granted in the future under the Company equity incentive plans (the “Company Incentive Shares”), and (ii) the number of shares of Company Common Stock, set forth in the Company Disclosure Schedule, are reserved for issuance on exercise of outstanding warrants to purchase shares of Company Common Stock (“Warrant Shares”). Except as of such date, (iv) 325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon set forth in the exercise of a warrantpreceding sentence or in the Company Disclosure Schedules, and (v) 166,667 shares of Common Stock issuable upon except as provided in the conversion of a Convertible Promissory Note with Itochu CorporationLoan Agreement, there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or any of its subsidiaries of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's ’s capital stockstock or that of any of its Subsidiaries. Except for any stock repurchase rights as set forth in Section 3.2(b) of the Company under the PlansDisclosure Schedule, no shares of the Company's ’s outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. The Company has ---------------------------------- reserved 67,659 shares of its Common Stock for possible issuance upon the conversion of shares of Series B-1 Preferred (the "Conversion Shares"). Except ----------------- as set forth in Section 4.2(d) of the Disclosure Schedule and except for (i) 4,835,000 shares the conversion privileges of Common Stock issuable upon the exercise of options outstanding as of December 31, 1997Series A Preferred and the Series B Preferred, (ii) an aggregate the conversion privileges of 1,303,000 the Series B-1 Preferred to be issued hereunder and one or more similar agreements, (iii) the 120,000 shares of Common Stock reserved for issuance as of such date or to be reserved for future grants or sale issuance under the Company's 1995 Equity Incentive Planstock option plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the "Plans"), (iii) 95,122 under which options to purchase 16,188 shares of Common Stock issuable upon the exercise of outstanding are outstanding, and (iv) warrants to purchase Common Stock as of such date, (iv) 325,000 5,781 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrantCompany, and (v) 166,667 shares of Common Stock issuable upon issued in connection with the conversion of a Convertible Promissory Note with Itochu CorporationCompany's bridge financing in December 1997, there are not outstanding any no options, warrants, rights (including conversion privileges or preemptive other rights) , or agreements for with respect to the issuance thereof, presently outstanding to purchase or acquisition from any of the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except for any stock repurchase rights of Apart from the Company under the Plansexceptions noted in this Section 4.2, no shares (including the Shares and Conversion Shares) of the Company's outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, options or other stock issuable by the Company, are subject to any rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. The Company has ---------------------------------- reserved up to 1,441,880 shares of its Common Stock for possible issuance upon the conversion of the shares of the Series C Preferred (the "Conversion ---------- Shares"). Except as set forth in Section 4.2(d) of the Disclosure Schedule and ------ -------------- except for (i) 4,835,000 shares the conversion privileges of Common Stock issuable upon the exercise of options outstanding as of December 31Series A Preferred, 1997the Series B Preferred and the Series B-1 Preferred, (ii) an aggregate the conversion privileges of 1,303,000 the Series C Preferred to be issued hereunder and one or more similar agreements, (iii) the 472,810 shares of Common Stock reserved for issuance as upon the exercise of such date for future grants options granted or sale under contemplated to be granted to employees of the Company's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the "Plans"), (iii) 95,122 under which options to purchase 117,500 shares of Common Stock issuable upon (including options for the exercise purchase of outstanding warrants to purchase Common Stock as of such date, (iv) 325,000 50,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable to be granted to Xxxxxxx Xxxxx effective upon the exercise of a warrantFirst Closing) are outstanding, and (viv) 166,667 warrants to purchase 17,345 shares of Common Stock issuable upon of the conversion of a Convertible Promissory Note Company, issued in connection with Itochu Corporationthe Company's bridge financing in December 1997, there are not outstanding any no options, warrants, rights (including conversion privileges or preemptive other rights) , or agreements for with respect to the issuance thereof, presently outstanding to purchase or acquisition from any of the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except for any stock repurchase rights of Apart from the Company under the Plansexceptions noted in this Section 4.2, no shares (including the Shares and Conversion Shares) of the Company's outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, options or other stock issuable by the Company, are subject to any rights of first refusal or other rights to purchase such stock (whether in favor of the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company, except as set forth in the Amended and Restated Investor Rights Agreement dated as of August 18, 1998 (the "Investor Rights Agreement") between the Company and the persons listed in Schedule B thereto.

Options, Warrants, Reserved Shares. Except for As of the date hereof (i) 4,835,000 2,105,263 shares of Common Stock issuable upon the exercise are reserved for issuance on conversion of options outstanding as of December 31, 1997Series B Shares, (ii) an aggregate of 1,303,000 1,704,555 shares of Common Stock are reserved for issuance as on exercise of such date for currently outstanding Company Options or Company Options or equity awards that may be granted in the future grants or sale under the Company's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan Company shareholder-approved equity incentive plans (the "Plans"“Company Incentive Shares”), and (iii) 95,122 761,278 shares of Common Stock issuable upon the are reserved for issuance on exercise of outstanding warrants to purchase Common Stock the Warrants. Except as of such dateset forth in the preceding sentence or in the Amended Investor Rights Agreement and in the SBAV Investor Rights Agreement (collectively, (iv) 325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrant, and (v) 166,667 shares of Common Stock issuable upon the conversion of a Convertible Promissory Note with Itochu Corporation“Investor Rights Agreements”), there are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company or any of its Subsidiaries of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's ’s capital stockstock or that of any of its Subsidiaries. Except for any stock repurchase rights of as set forth in the Company under the PlansInvestor Rights Agreements, no shares of the Company's ’s outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. Except for As of the date hereof (i) 4,835,000 2,105,263 shares of Common Stock issuable upon are reserved for issuance on conversion of Series B-1 Shares and Series B-2 Shares (collectively, the exercise of options outstanding as of December 31, 1997“Series B Shares”), (ii) an aggregate of 1,303,000 1,566,965 shares of Common Stock are reserved for issuance as on exercise of such date for future grants or sale currently outstanding Company Options under the Company's 1995 Company shareholder-approved equity incentive plans (“Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the "Plans"”), (iii) 95,122 115,494 shares of Common Stock issuable upon the exercise are available for future grants of outstanding warrants to purchase Common Stock as of such dateOptions or other equity awards under Company Equity Incentive Plans, and (iv) 325,000 761,278 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the are reserved for issuance on exercise of a warrant, and (v) 166,667 shares of Common Stock issuable upon the conversion of a Convertible Promissory Note with Itochu Corporation, there outstanding stock purchase warrants. There are not no outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's ’s capital stockstock or that of any of its Subsidiaries, except as set forth in the preceding sentence, the Investor Rights Agreements (as defined in Section 1.1 above), and except for the provisions of the Series C Certificate of Determination which provide that on certain sales or transfers of Series C Shares, such Shares will automatically convert into shares of Common Stock. Except for any stock repurchase rights of as set forth in the Company under the PlansInvestor Rights Agreements, no shares of the Company's ’s outstanding capital stock, or stock issuable upon exercise, conversion exercise or exchange of any outstanding options, warrants or rights, or other stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such stock (whether in favor of or the Company or any other person), pursuant to any agreement, agreement or commitment or other obligation of the Company.

Options, Warrants, Reserved Shares. Except for for: (i) 4,835,000 the approximately 2,887,008 shares of Common Stock issuable upon the exercise of options outstanding under the Company's 1995 Equity Incentive Plan and 307,500 shares of Common Stock issuable upon exercise of options outstanding under the 1995 Directors' Stock Option Plan, as of December 31June 30, 19972004, (ii) an aggregate of 1,303,000 approximately 350,000 additional shares of Common Stock reserved for issuance as under the Company's 1995 Directors Stock Option Plan, (iii) approximately 4,850,000 additional shares of such date Common Stock reserved for future grants or sale issuance under the Company's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the "Plans")iv) warrants to purchase an aggregate of approximately 260,000 shares of Common Stock, (iiiv) 95,122 options to purchase up to 1,000,000 shares of Common Stock issuable upon granted to directors, officers or employees of the exercise of outstanding warrants Company other than pursuant to purchase Common Stock as of such date, (iv) 325,000 shares of Common Stock issuable upon conversion of Series E-3 Convertible of Preferred Stock issuable upon the exercise of a warrantabove-referenced plans, and (v) 166,667 up to a maximum of 1,285,000 shares of Common Stock potentially issuable upon if certain milestone events are attained in the conversion future pursuant to the terms of a Convertible Promissory Note with Itochu Corporationan agreement pursuant to which the Company has previously acquired rights to certain products and intellectual property, there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except for any stock repurchase rights All of the Company under the Plans, no such outstanding shares of the Company's outstanding capital stock, or stock issuable upon exercise, conversion or exchange have been duly authorized and validly issued and are fully paid and nonassessable and all of any outstanding such options, warrants or rights, or and other stock issuable rights to acquire Common Stock have been duly authorized by the Company. None of the outstanding shares of capital stock and options, are subject to any rights of first refusal or warrants and other rights to purchase such stock (whether acquire Common Stock has been issued in favor violation of the Company or preemptive rights of any other person), pursuant to any agreement, commitment or other obligation security holder of the Company.