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

Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan, (iii) the Common Shares reserved for issuance upon the conversion of the Preferred Shares, (iv) the warrant issued to Xiaomi Ventures Limited for the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”), there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares of the Company’s outstanding share capital or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Other than certain equity interests in the Domestic Company held by the Legacy ESOP Platform as disclosed in the Restructuring Plan (all of which equity interests will be pledged in favor of the WFOE in connection with the Restructuring and the VIE Agreement), no ESOP has been adopted by any Group Company. Except for (i) the conversion privileges rights of the Preferred Series A Investors and the Series B Investors to subscribe for their respective Series A Investor Subscription Shares and Series B Investor Subscription Shares, as applicable, pursuant to the Series A and Series B Share Subscription Agreement, (ii) up the rights of Orchid Asia to 26,822,828 Common subscribe for its Subscription Shares reserved for issuance (or issuance of options therefor) pursuant to the employees ofthis Agreement, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan, (iii) rights provided in the Common Shares reserved for issuance upon Shareholders Agreement and the conversion of the Preferred Shares, (iv) the warrant issued to Xiaomi Ventures Limited for the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)Amended Articles, there are no options, warrants, conversion privileges or other rights, rights or agreements with respect to the issuance thereof, presently outstanding to purchase purchase, convert into, exercise for or exchange any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, and no shares of the Company’s outstanding share capital capital, or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, Company are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises Person) or any agreement that affects the voting or relates to the giving of the conversion rights of any Preferred Share since the issuance of written consents with respect to such class of securitiesshares.

Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan, (iii) the Common Shares reserved for issuance upon the conversion of the Preferred Shares, (iv) the warrant Investor Warrant to be issued to Xiaomi Ventures Limited for in connection with the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”)transactions contemplated herein, and (v) the warrant to be issued to Skyline Global Company Holdings Limited for (the subscription of 3,406,899 Series E Shares (“Skyline Primavera New Warrant”)) substantially in the form attached hereto as Exhibit F, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares of the Company’s outstanding share capital or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Other than certain equity interests in the Domestic Company held by the Legacy ESOP Platform as disclosed in the Restructuring Plan (all of which equity interests will be pledged in favor of the WFOE in connection with the Restructuring and the VIE Agreement), no ESOP has been adopted by any Group Company. Except for (i) the conversion privileges rights of the Preferred Series A Investors and the Series B Investors to subscribe for their respective Series A Investor Subscription Shares and Series B Investor Subscription Shares, as applicable, pursuant to the Series A and Series B Share Subscription Agreement, (ii) up the rights of Orchid Asia to 26,822,828 Common subscribe for its Series B+ Preferred Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanSeries B+ Share Subscription Agreement, (iii) the Common rights of Orchid Asia to subscribe for its Subscription Shares reserved for issuance upon the conversion of the Preferred Sharespursuant to this Agreement, and (iv) rights provided in the warrant issued to Xiaomi Ventures Limited for Shareholders Agreement and the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)Amended Articles, there are no options, warrants, conversion privileges or other rights, rights or agreements with respect to the issuance thereof, presently outstanding to purchase purchase, convert into, exercise for or exchange any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, and no shares of the Company’s outstanding share capital capital, or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, Company are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises Person) or any agreement that affects the voting or relates to the giving of the conversion rights of any Preferred Share since the issuance of written consents with respect to such class of securitiesshares.

Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) and 21,008,743 issued to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Planplan, (iii) the up to 98,853,108 Common Shares reserved for issuance upon the conversion of the Preferred Shares, Shares and (iv) the warrant warrants to be issued to Xiaomi Ventures Limited for in connection with the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)transactions contemplated herein, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares of the Company’s outstanding share capital or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share Series A-1, Shares, Series A Shares, or Series B Shares since the issuance of each such class of securities.

Options, Warrants, Reserved Shares. Except for (i) 4,835,000 shares of Common Stock issuable upon the conversion privileges exercise of the Preferred Sharesoptions outstanding as of December 31, 1997, (ii) up to 26,822,828 an aggregate of 1,303,000 shares of Common Shares Stock reserved for issuance (as of such date for future grants or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to sale under the Company’s 2010 share incentive plan 's 1995 Equity Incentive Plan, 1996 Equity Incentive Plan, 1996 Directors Plan and 1996 Employee Stock Purchase Plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan"Plans"), (iii) the 95,122 shares of Common Shares reserved for issuance Stock issuable upon the conversion exercise of the Preferred Sharesoutstanding 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 warrant issued to Xiaomi Ventures Limited for the subscription exercise of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”)a warrant, and (v) 166,667 shares of Common Stock issuable upon the warrant issued to Skyline Global Company Holdings Limited for the subscription conversion of 3,406,899 Series E Shares (“Skyline Warrant”)a Convertible Promissory Note with Itochu Corporation, there are no not outstanding any options, warrants, rights (including conversion privileges or other preemptive rights, ) or agreements with respect to for the issuance thereof, presently outstanding to purchase or acquisition from the Company of any shares of the its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock. Except as set forth in for any stock repurchase rights of the Restated Shareholders AgreementCompany under the Plans, no shares of the Company’s 's outstanding share capital stock, or shares stock issuable upon conversionexercise, exercise conversion or exchange of any outstanding options options, warrants or rights, or other convertible, exercisable or exchangeable securities issued or stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares stock (whether in favor of the Company or any other person). There have been no exercises , pursuant to any agreement, commitment or other obligation of the conversion rights of any Preferred Share since the issuance of such class of securitiesCompany.

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Series B Preferred Shares. Except for (i) the conversion privileges of the Series A Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance the conversion privileges of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanSeries B Preferred Shares, (iii) the Common Shares reserved for issuance upon preemptive rights provided in the conversion of Amended and Restated Shareholders Agreement to be entered into at the Preferred SharesClosing in the form attached hereto as Exhibit C (the “Amended and Restated Shareholders Agreement”), (iv) 1,867,500 Ordinary Shares (and options and warrants therefor) as of the warrant issued date of this Agreement, and 2,467,500 Ordinary Shares (and options and warrants therefor) as of the date of the Closing, reserved for issuance to Xiaomi Ventures Limited for employees pursuant to the subscription employee equity incentive plans approved by the Board, (v) as provided in the Amended and Restated Memorandum of 17,744,264 Series E Shares Association and Articles of Association of the Company effective on the terms date of this Agreement and, as of the Closing, in the Restated Articles, (vi) the conversion privileges provided in the Investor Warrants to be entered into at the Closing between the Company and conditions thereof each Investor in the form attached hereto as Exhibit D (“Xiaomi WarrantInvestor Warrants”), and (vvii) as contemplated elsewhere herein, including, without limitation, the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)Disclosure Schedule, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth Apart from the exceptions noted in this Section 3.2 and the Amended and Restated Shareholders Agreement, no shares (including the Series B Preferred Shares and the Conversion Shares) of the Company’s outstanding share capital capital, or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Except for for: (i) the conversion privileges of the Series A Preferred Shares, Stock; (ii) up to 26,822,828 700,000 shares of Common Shares reserved for issuance Stock (or issuance less any shares issued upon the exercise of options therefor) New ONXY Accelerated Options prior to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”Effective Time) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan, (iii) the Common Shares reserved for issuance upon the conversion exercise of options granted or to be granted to employees of the Preferred SharesCompany under Company's 1999 Stock Option Plan (the "COMPANY OPTION PLAN"), under which Company Options to purchase a total of 665,000 shares of Common Stock will be outstanding as of immediately prior to the Closing; there will be no outstanding option, warrant, right (ivincluding conversion or preemptive rights) the warrant issued to Xiaomi Ventures Limited or agreement for the subscription purchase or acquisition from Company of 17,744,264 Series E Shares on any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Company's capital stock. Set forth in Item 2.2(c) of the terms Company Disclosure Letter is a true and conditions thereof (“Xiaomi Warrant”)complete list of the following: the holders of the ONYX Options as to the date hereof and, and (v) for each such holder, the warrant issued shares subject to Skyline Global Company Holdings Limited for issuance upon the subscription exercise of 3,406,899 Series E Shares (“Skyline Warrant”), there are no such holder's options, warrantsthe amount of each such holder's options that is vested and the amount unvested, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any vesting schedule for such holder's options and the amount of the shares such holder's options that will become exercisable upon a change of control of the Company. Except as set forth The aggregate number of shares subject to ONYX Options that will become exercisable upon a change of control of the Company in any transaction involving HNC does not exceed 495,000, and all such options are included in the Restated Shareholders AgreementNew ONYX Accelerated Vesting Options referred to above. No other ONYX Options will become exercisable as a result of the Merger. Apart from the exceptions noted in this Section 2.2(c), no shares of the Company’s 's outstanding share capital stock, or shares stock issuable upon conversion, the exercise or exchange of any outstanding options options, warrants or rights issued by Company, or other convertible, exercisable or exchangeable securities issued or stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares stock (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of , pursuant to any Preferred Share since the issuance of such class of securitiesagreement, understanding or commitment of, or binding on, Company.

Options, Warrants, Reserved Shares. Immediately prior to the Closing, the Company has reserved enough Ordinary Shares for issuance upon the conversion of all Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares. Except for (i) the conversion privileges of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as provided in the Eighth Amended and Restated Shareholders Agreement dated August 24, 2011 (the “Eighth Shareholders Agreement”), (ii) up to 26,822,828 Common the Ordinary Shares (and options and warrants therefor) reserved for issuance (or issuance of options therefor) to the employees ofemployees, directors, consultants and advisors of the advisors and consultants to, the Company and the Subsidiaries Group Companies pursuant to the Company’s 2010 share incentive employee and advisor stock option plan (the “2010 ESOP Plan”) from time to time duly adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanCompany, (iii) as provided in the Common Shares reserved for issuance upon the conversion of the Preferred SharesRestated Articles, and (iv) as contemplated hereby and by the warrant issued to Xiaomi Ventures Limited for Ninth Amended and Restated Shareholders Agreement attached hereto as Exhibit E (the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline WarrantRestated Shareholders Agreement”), there are no options, warrants, conversion privileges privileges, agreements or other rights, or agreements rights of any kind with respect to the issuance thereof, presently outstanding to or purchase any of the shares Purchased Shares or any other securities of the Company. Except as set forth Apart from the exceptions noted in this Section 3.2(c), the Restated Articles and the Restated Shareholders Agreement, no outstanding shares of (including the Company’s outstanding share capital Purchased Shares), or shares issuable upon conversion, exercise or exchange of any outstanding options options, warrants or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Except for (i) 44,445 shares ---------------------------------- of Common Stock issuable to Venture Lending & Leasing, Inc. ("VLLI"), in respect ---- of Section 4.2(c) of that certain warrant issued to VLLI on January 30, 1997, 72,289 shares of Common Stock issuable to VLLI in respect of Section 4.2(c) of that certain warrant also issued to VLLI on January 30, 1997 and 138,963 shares of Series B Preferred Stock issuable to Comdisco, Inc. pursuant to an Master Lease Agreement dated February 10, 1999 by and between the Company and Comdisco, Inc. ("Comdisco") and the related Warrant Agreement No. 1 to Purchase Shares of Series B Preferred Stock dated as of February 10, 1999, Warrant Agreement No. 2 to Purchase Shares of Series B Preferred Stock dated as of February 10, 1999, Warrant Agreement No. 3 to Purchase Shares of Series B Preferred Stock dated as of February 10, 1999, copies of which have been made available to the Investors and their counsel, (ii) the conversion privileges of the Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanSeries F Preferred, (iii) the up to 328,372 shares of Common Shares Stock reserved for issuance upon under the conversion Company's 1997 Stock Option Plan and 9,417,536 shares of Common Stock reserved for issuance under the Preferred SharesCompany's 1998 Equity Incentive Plan of which 8,831,408 shares are subject to outstanding grants, (iv) the warrant issued to Xiaomi Ventures Limited for right of first offer provided in Section 3 of the subscription of 17,744,264 Series E Shares on Rights Agreement between the terms Company and conditions thereof the Investors in Exhibit A thereto (“Xiaomi Warrant”the "Rights Agreement"), and (v) the warrant issued --------- ---------------- right of first refusal in Section 8.7 of the Bylaws with respect to Skyline Global Company Holdings Limited for transfers of shares of the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)Company's capital stock, there are no other options, warrants, conversion privileges privileges, or preemptive or other rights, rights or agreements with respect to the issuance thereof, presently outstanding to purchase or otherwise acquire any of the authorized but unissued shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares capital stock or other securities of the Company’s outstanding share capital or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Except for (i) the ---------------------------------- conversion privileges of the Preferred SharesSeries A Stock, the Series B Stock, the Series C Stock and the Series D Stock, (ii) up to 26,822,828 the 15,200,000 shares of Common Shares Stock reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to under the Company’s 2010 share incentive plan 's 1999 Equity Incentive Plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of under which the options for 21,060,606 to purchase 9,682,883 shares have been issued pursuant to the 2010 ESOP Planare currently outstanding), (iii) the 7,361,317 shares of Common Shares Stock reserved for issuance upon under the conversion of the Preferred Shares, Company's 2000 Equity Incentive Plan (iv) the warrant issued under which no options to Xiaomi Ventures Limited for the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”purchase shares have been granted or are currently outstanding), and (viv) the warrant issued warrants to Skyline Global Company Holdings Limited purchase 238,775 shares of Series C Stock and 75,000 shares of Series D Stock, there is no outstanding option, warrant, right (including conversion or preemptive rights) or agreement for the subscription purchase or acquisition from the Company of 3,406,899 Series E Shares (“Skyline Warrant”), there are no options, warrants, conversion privileges any shares of its capital stock or other rights, any securities convertible into or agreements with respect to the issuance thereof, presently outstanding to purchase ultimately exchangeable or exercisable for any of the shares of the Company's capital stock. Except as set forth Apart from the exceptions noted in this Section 3.2(c), and except for rights of first refusal held by the Restated Shareholders AgreementCompany to purchase shares of its stock issued under stock purchase agreements and the Company's 1999 Equity Incentive Plan and 2000 Equity Incentive Plan (the "Plans"), no shares of the Company’s 's outstanding share capital stock, or shares stock issuable upon conversion, exercise or exchange of any outstanding options options, warrants or rights, or other convertible, exercisable or exchangeable securities issued or stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares stock (whether in favor of the Company or any other person). There have been no exercises , pursuant to any agreement or commitment of the conversion rights Company. As of any Preferred Share since the issuance Closing under the terms of such class the Restated Articles, each outstanding share of securitiesSeries A Stock shall be convertible into four shares of Common Stock, each outstanding share of Series B Stock shall be convertible into four shares of Common Stock, each outstanding share of Series C Stock shall be convertible into two shares of Common Stock and each outstanding share of Series D Stock shall be convertible into one share of Common Stock.

Options, Warrants, Reserved Shares. The Company has reserved (i) 28,610 shares of its Series A Stock for possible issuance at the Second Closing, 30,000 shares of its Series A Stock for possible issuance to Tracker upon exercise of the Warrants as provided therein ("Warrant Shares") and 70,000 shares for the possible payment of dividends on the Series A Stock, and (ii) 5,900,686 shares of its Common Stock for possible issuance upon the conversion of the authorized shares of Series A Stock (the "Conversion Shares") and shares of Series A Stock reserved for issuance as dividends on Shares (the "Reserved Series A Shares"). Except for (i) the conversion privileges of the Preferred SharesShares to be issued hereunder, (ii) up to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanWarrants, (iii) the Common Shares reserved for issuance upon the conversion privileges of the Preferred Warrant Shares and the Reserved Series A Shares, (iv) the warrant issued to Xiaomi Ventures Limited for conversion privileges of the subscription of 17,744,264 Series E Shares on Brunswick Note and the terms and conditions thereof (“Xiaomi Warrant”), Affiliate Notes and (v) the warrant issued options to Skyline Global Company Holdings Limited for purchase 404,964 shares of Common Stock granted under the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)Company's Incentive Stock Option Plan, as amended, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares capital stock of the Company. Except as set forth Apart from the exceptions noted in the Restated Shareholders Agreementthis Section 3.2 and Section 5.9, no shares securities (including the Shares, the Warrant Shares, the Conversion Shares or the Reserved Series A Shares) of the Company’s outstanding share capital Company or shares securities issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares stock (whether in favor of the Company or any other person). There have been no exercises , pursuant to any agreement or commitment of the conversion rights of any Preferred Share since the issuance of such class of securitiesCompany.

Options, Warrants, Reserved Shares. Except for As of the date hereof (i) the 143,770 shares of Common Stock are reserved for issuance on conversion privileges of the Preferred Shares11,000 Series A Shares currently outstanding, (ii) up to 26,822,828 4,323,308 shares of Common Shares Stock are reserved for issuance (or issuance on conversion of options therefor) the aggregate of 230,000 Series B Shares to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been be issued pursuant to the 2010 ESOP PlanSeries B Stock Purchase Agreement and the Additional Series B Stock Purchase Agreement, (iii) the 1,704,555 shares of Common Shares Stock are reserved for issuance upon on exercise of currently outstanding Company Options or Company Options or equity awards that may be granted in the conversion of future under the Preferred Company shareholder-approved equity incentive plans (the “Company Incentive Shares, (iv) the warrant issued to Xiaomi Ventures Limited for the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (viv) the warrant issued to Skyline Global Company Holdings Limited 808,270 shares of Common Stock are reserved for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”), there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any on exercise of the shares of the CompanyWarrants. Except as set forth in the Restated Shareholders preceding sentence or in the Series B Stock Purchase Agreement, the Additional Series B Stock Purchase Agreement or the Investor Rights Agreements, there are no outstanding 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 capital stock or that of any of its Subsidiaries. Except as set forth in the Investor Rights Agreements, the Series B Stock Purchase Agreement and the Additional Series B Stock Purchase Agreement, no shares of the Company’s outstanding share capital stock, or shares stock issuable upon conversion, exercise or exchange of any outstanding options options, warrants or rights, or other convertible, exercisable or exchangeable securities issued or stock issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares stock (whether in favor of or the Company or any other person). There have been no exercises , pursuant to any agreement or commitment of the conversion rights of any Preferred Share since the issuance of such class of securitiesCompany.

Options, Warrants, Reserved Shares. The Company will have ---------------------------------- reserved sufficient shares of its Common Stock to permit the conversion of all outstanding shares of the Series D Preferred (the "Conversion Shares"). Except ----------------- as set forth in Section 4.2(d) of the Disclosure Schedule and except for (i) the -------------- conversion privileges of the Series A Preferred, the Series B Preferred, the Series B-1 Preferred and the Series C Preferred, (ii) the conversion privileges of the Series D Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance (be issued hereunder and one or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan (the “2010 ESOP Plan”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Planmore similar agreements, (iii) the 807,500 shares of Common Shares Stock reserved for issuance upon the conversion exercise of options granted or contemplated to be granted to employees, directors, and consultants of the Preferred SharesCompany, under which options to purchase 381,149 shares of Common Stock are outstanding, and (iv) warrants to purchase 17,345 shares of Common Stock of the warrant Company issued to Xiaomi Ventures Limited for in connection with the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)Company's bridge financing in December 1997, there are will be no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares capital stock of the Company. Except as set forth Apart from the exceptions noted in the Restated Shareholders Agreementthis Section 4.2, no shares (including the Shares and Conversion Shares) of the Company’s 's outstanding share capital stock, or shares stock issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or stock issuable by the Company, are will be subject to any preemptive rights, rights of first refusal or other rights to purchase such shares stock (whether in favor of the Company or any other person). There have been no exercises , pursuant to any agreement or commitment of the conversion rights Company, except as set forth in the Third Amended and Restated Investor Rights Agreement dated as of any Preferred Share since the issuance of such class of securitiesClosing Date (the "Investor Rights Agreement") to be entered into on the Closing Date between the Company and the persons listed in Exhibit A thereto.

Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of the Preferred Subscribed Shares to be issued at the Closing and Series A and A-1 Shares, (ii) up the preemptive rights provided in the Shareholders Agreement to 26,822,828 Common Shares reserved for issuance (or issuance of options therefor) to be entered into at the employees of, Closing and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan attached hereto as EXHIBIT F (the “2010 ESOP PlanShareholders Agreement”) adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan), (iii) the Common 66,580 Ordinary Shares reserved for issuance upon the conversion exercise of the Preferred Sharesoption currently held by Winsome Group Limited on behalf of Ma Xxxxx Xxxx, Xxx Xxxx Ho, Ma Wen Lie, Xxxx Lo Yin, Li Jin and other officers, employees and advisors of the Company during the period from May 23, 2007 and ending on the earlier of (A) the closing date of a Qualified IPO (as defined in the Shareholders Agreement), or (B) May 23, 2017, (iv) up to 151,430 Ordinary Shares reserved for issuance upon exercise of options granted pursuant to the warrant issued to Xiaomi Ventures Limited for employee equity incentive plans approved by the subscription compensation committee of 17,744,264 Series E Shares the Company during the period from September 1, 2008 and ending on the terms and conditions thereof earlier of (“Xiaomi Warrant”A), the closing date of a Qualified IPO (as defined in the Shareholders Agreement), or (B) August 31, 2011), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline Warrant”)as contemplated hereby, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth , Apart from the exceptions noted in this Section 3.2 and the Restated Shareholders AgreementAgreements, no shares (including the Subscribed Shares and the Conversion Shares) of the Company’s outstanding share capital capital, or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. Immediately prior to the Closing, the Company has reserved enough Ordinary Shares for issuance upon the conversion of all Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares. Except for (i) the conversion privileges of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, as provided in the Ninth Amended and Restated Shareholders Agreement dated November 1, 2012 (the “Ninth Shareholders Agreement”) and the Eleventh Amended and Restated Memorandum and Articles of Association of the Company (the “Eleventh Articles”), (ii) up to 26,822,828 Common the ESOP Shares reserved for issuance (or issuance of options therefor) to the employees ofemployees, directors, consultants and advisors of the advisors and consultants to, the Company and the Subsidiaries Group Companies pursuant to the Company’s 2010 share incentive employee and advisor stock option plan (the “2010 ESOP Plan”) from time to time duly adopted by the Company by shareholders resolutions on December 30, 2010, of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanCompany, (iii) as provided in the Common Shares reserved for issuance upon the conversion of the Preferred SharesRestated Articles, and (iv) as contemplated hereby and by the warrant issued to Xiaomi Ventures Limited for Tenth Amended and Restated Shareholders Agreement attached hereto as Exhibit E (the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”), and (v) the warrant issued to Skyline Global Company Holdings Limited for the subscription of 3,406,899 Series E Shares (“Skyline WarrantRestated Shareholders Agreement”), there are no options, warrants, conversion privileges privileges, agreements or other rights, or agreements rights of any kind with respect to the issuance thereof, presently outstanding to or purchase any of the shares Purchased Shares or any other securities of the Company. Except as set forth Apart from the exceptions noted in this Section 3.2(c), the Restated Articles and the Restated Shareholders Agreement, no outstanding shares of (including the Company’s outstanding share capital Purchased Shares), or shares issuable upon conversionexercise, exercise conversion or exchange of any outstanding options options, warrants or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.

Options, Warrants, Reserved Shares. The Company has reserved 7,500,000 Ordinary Shares for issuance upon the conversion of the Purchase Shares (the “Conversion Shares”). Except for (i) the conversion privileges of the Preferred Purchase Shares, (ii) up the preemptive rights provided in the Shareholders Agreement to 26,822,828 Common be entered into at the Closing and attached hereto as Exhibit E (the “Shareholders Agreement”), (iii) 5,500,000 Ordinary Shares reserved for issuance (or issuance of options therefor) to the employees of, and the advisors and consultants to, the Company and the Subsidiaries pursuant to the Company’s 2010 share equity incentive plan (the “2010 ESOP Plan”) adopted plans approved by the Company by shareholders resolutions on December 30, 2010, Board of which Directors of the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP PlanCompany, (iiiiv) the Common 3,000,000 Ordinary Shares reserved for issuance upon the conversion of the Preferred Shares, (iv) to JC Entertainment Corp. pursuant to the warrant issued by the Company to Xiaomi Ventures Limited for the subscription of 17,744,264 Series E Shares on the terms and conditions thereof (“Xiaomi Warrant”)JC Entertainment Corp, and (v) the warrant issued up to Skyline Global Company Holdings Limited 8,500,000 Ordinary Shares reserved for the subscription issuance to certain shareholders of 3,406,899 Series E Shares Chengdu Happy Digital Information Technology Co., Ltd. (“Skyline WarrantHappy Digital”)) in exchange for their equity interest in Happy Digital pursuant to satisfactory due diligence of Happy Digital performed by the Company and pursuant to certain agreement between the Company and Happy Digital and (vi) as contemplated hereby, there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the shares of the Company. Except as set forth Apart from the exceptions noted in this Section 3.2 and the Restated Shareholders Agreement, no shares (including the Purchase Shares and the Conversion Shares) of the Company’s outstanding share capital capital, or shares issuable upon conversion, exercise or exchange of any outstanding options or other convertible, exercisable or exchangeable securities issued or shares issuable by the Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other person). There have been no exercises of the conversion rights of any Preferred Share since the issuance of such class of securities.