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

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Shares, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) 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. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other 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).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Series A Preferred Shares and Series B Preferred Shares (collectively, the “Conversion Shares”). Except for (i) the conversion privileges of the Series B Purchased SharesShares to be purchased, and (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) as contemplated herebyOption Shares, 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 Equity Securities of the Company, including but not limited to those performance based or non-performance based incentive options or warrants granted or to be granted to the employees, officers and directors of any of the Group Company. Apart from the exceptions noted in this Section 3.2 3.2(c) and the Shareholders AgreementTransaction Documents, no shares (including the Purchased Ordinary Shares and the Conversion Preferred Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive pre-emptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other personPerson).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of 764,132,556 Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Shares, (ii) the preemptive rights provided in the Amended and Restated Shareholders Agreement to be entered into at the first Subsequent Closing and attached hereto as Exhibit C D (the “Shareholders Agreement”), and (iii) 186,750 52,631,579 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees employees, officers or directors of, or consultants to, the Company (or any of its subsidiaries) pursuant to the employee equity incentive plans to be approved by the Board of Directors of the Company (the “Board”) and by the Investors, holders of at least an eighty percent (iv80%) as provided in the Memorandum and Articles of Association majority of the Company and (v) as contemplated herebySeries A Shares then outstanding, 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 any Group Company. Apart from the exceptions noted in this Section 3.2 3.2(a) and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capitalcapital of the Company, or shares issuable upon exercise or exchange of any outstanding options or other 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).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Series A Preferred Shares and Series B Preferred Shares (collectively, the “Conversion Shares”). Except for (i) the conversion privileges of the Series B-1 Purchased SharesShares to be purchased, and (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) as contemplated herebyOption Shares, 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 Equity Securities of the Company, including but not limited to those performance based or non-performance based incentive options or warrants granted or to be granted to the employees, officers and directors of any of the Group Company. Apart from the exceptions noted in this Section 3.2 3.2(c) and the Shareholders AgreementTransaction Documents, no shares (including the Purchased Ordinary Shares and the Conversion Preferred Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any preemptive pre-emptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the Company or any other personPerson).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Preferred Shares, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing second amended and attached hereto as Exhibit C restated shareholders agreement (the “Shareholders Agreement”)) dated as of October 22, 2014 by and among the Company, the Investor and the other parties thereto, (iii) 186,750 Ordinary Shares as set forth in Section 4.2(e) of the Disclosure Schedule, and (and iv) an aggregate of 38,888,889 options and warrants therefor) issued or reserved for issuance to officers, directors, employees and consultants of the Company pursuant to the Company’s employee equity incentive plans approved by the Board of Directors share option plan in effect as of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) as contemplated herebydate hereof which are exercisable into 38,888,889 Ordinary Shares, 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 any Group Company. Apart from the exceptions noted in this Section 3.2 4.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the any Group Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the any Group Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the any Group Company or any other person).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Shares to be issued at the Closing and Series A Shares, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C F (the “Shareholders Agreement”), (iii) 186,750 up to 66.58 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, and (iv) as provided in the Memorandum and Articles of Association of the Company and (v) 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. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other 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).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number ---------------------------------- 2,000,000 shares of Ordinary Shares its Common Stock for possible issuance upon the conversion of the Purchased shares of Series A Preferred Stock to be issued hereunder (the "Conversion Shares"). Except for for (i) the conversion privileges of the Purchased SharesSeries A Preferred Stock to be issued hereunder, (ii) the preemptive rights provided in 500,000 shares of Common Stock reserved for issuance under the Shareholders Agreement to be entered into at the Closing Company's 1995 Consultant and attached hereto as Exhibit C (the “Shareholders Agreement”), Employees Stock Compensation Plan under which no shares are outstanding and (iii) 186,750 Ordinary Shares (and employee stock options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided 50,000 shares each contained in the Memorandum and Articles of Association of the Company and (v) as contemplated hereby, various contracts contained in Exhibit G. 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. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement(c), no shares (including the Purchased Shares and the Conversion Shares) of the Company’s 's outstanding share capitalcapital stock, or shares stock issuable upon exercise or exchange of any outstanding options or other shares 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), pursuant to any agreement or commitment of the Company.

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares Save and except for issuance upon the conversion of the Purchased Shares. Except for (warrants, options or other rights relating to issues, matters or events stipulated in [i) the conversion privileges of the Purchased Shares, (ii) the preemptive rights provided in ] the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”)) , (iii) 186,750 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided in [ii] the Memorandum and Articles of Association of the Company to be amended in accordance with the provisions of this Agreement and (v) [iii] the Shareholders Agreement or as contemplated herebyunder this Agreement, 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. Apart from the exceptions noted in this Section 3.2 ,the Shareholders Agreement and the Shareholders AgreementMemorandum and Articles of Association of the Company, no shares (including the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other 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).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Preferred Shares, (ii) the preemptive rights provided in the Shareholders Agreement second amended and restated shareholders agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants thereforas set forth in Section 4.2(e) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the InvestorsDisclosure Schedule, (iv) as provided in the Memorandum and Articles of Association of the Company contemplated hereby, and (v) an aggregate of 38,888,889 options issued or reserved for officers, directors, employees and consultants of the Company pursuant to the Company’s employee share option plan in effect as contemplated herebyof the date hereof (the “ESOP”) which are exercisable into 38,888,889 Ordinary Shares, 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 any Group Company. Apart from the exceptions noted in this Section 3.2 4.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the any Group Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the any Group Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the any Group Company or any other person).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Preferred Shares, (ii) the preemptive rights provided in the Shareholders Agreement third amended and restated shareholders agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants thereforas set forth in Section 4.2(f) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the InvestorsDisclosure Schedule, (iv) as provided in the Memorandum and Articles of Association of the Company contemplated hereby, and (v) an aggregate of 34,150,675 options issued or reserved for officers, directors, employees and consultants of the Company pursuant to the Company’s employee share option plan in effect as contemplated herebyof the date hereof (the “ESOP”) which are exercisable into 34,150,675 Ordinary Shares, 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 any Group Company. Apart from the exceptions noted in this Section 3.2 4.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the any Group Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the any Group Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the any Group Company or any other person).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Series A Preferred Shares and Series B Preferred Shares (collectively, the “Conversion Shares”). Except for (i) the conversion privileges of the Purchased Shares, Series A Preferred Shares and Series B Preferred Shares and (ii) the preemptive rights provided in the Amended and Restated Shareholders Agreement to be entered into at the Closing and Closing, a form of which is attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) 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. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Ordinary Shares, the Series A Preferred Shares, the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other 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).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased SharesShares to be issued at the Closing, (ii) the preemptive rights provided in the Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit C F (the “Shareholders Agreement”), (iii) 186,750 up to 66.58 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees pursuant to the employee equity incentive plans approved by the Board of Directors of the Company and by the Investors, and (iv) as provided in the Memorandum and Articles of Association of the Company and (v) 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. Apart from the exceptions noted in this Section 3.2 and the Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other 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).

Options, Warrants, Reserved Shares. The Company has reserved sufficient number of Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Purchased Preferred Shares, (ii) the preemptive rights provided in the Shareholders Agreement up to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) 186,750 Ordinary 26,822,828 Common Shares (and options and warrants therefor) reserved for issuance to employees of, and advisors and consultants to, the Company and the Subsidiaries pursuant to the employee equity Company’s 2010 share incentive plans approved by plan, and (iii) up to 98,853,109 Common Shares reserved for issuance upon the Board of Directors conversion of the Company and by the Investors, (iv) as provided in the Memorandum and Articles of Association of the Company and (v) as contemplated herebyPreferred Shares, 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. Apart from Except as set forth in the exceptions noted in this Section 3.2 and the Restated Shareholders AgreementAgreement (as defined below), no shares (including the Purchased 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 shares 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 Series A-1 Shares, Series A Shares, or Series B Shares since the issuance of each such class of securities.