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 Investor Warrant to be issued in connection with the transactions contemplated herein, (v) the warrant to be issued to Skyline Global Company Holdings Limited (the “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. 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 Investor Warrant to be issued employee equity incentive plans approved by the compensation committee of the Company during the period from September 1, 2008 and ending on the earlier of (A) the closing date of a Qualified IPO (as defined in connection with the transactions contemplated hereinShareholders Agreement), or (B) August 31, 2011), and (v) the warrant to be issued to Skyline Global Company Holdings Limited (the “Primavera New Warrant”) substantially in the form attached hereto as Exhibit Fcontemplated 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 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 Investor Warrant to be issued in connection with the transactions contemplated herein, (v) the warrant to be issued to Skyline Global Company Holdings Limited (the “Primavera New Warrant”) substantially in the form Tenth Amended and Restated Shareholders Agreement attached hereto as Exhibit FE (the “Restated 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 to JC Entertainment Corp. pursuant to the conversion of warrant issued by the Preferred Shares, (iv) the Investor Warrant Company to be issued in connection with the transactions contemplated hereinJC Entertainment Corp, (v) the warrant up to be issued 8,500,000 Ordinary Shares reserved for issuance to Skyline Global Company Holdings Limited certain shareholders of Chengdu Happy Digital Information Technology Co., Ltd. (the “Primavera New WarrantHappy Digital”) substantially in exchange for their equity interest in Happy Digital pursuant to satisfactory due diligence of Happy Digital performed by the form attached hereto Company and pursuant to certain agreement between the Company and Happy Digital and (vi) as Exhibit Fcontemplated 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.

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 Investor Warrant to be issued in connection with conversion privileges of the transactions contemplated herein, Brunswick Note and the Affiliate Notes and (v) the warrant options to be issued to Skyline Global Company Holdings Limited (purchase 404,964 shares of Common Stock granted under the “Primavera New Warrant”) substantially in the form attached hereto Company's Incentive Stock Option Plan, as Exhibit Famended, 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 (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 Investor Warrant to be issued employee equity incentive plans approved by the compensation committee of the Company during the period from September 1, 2008 and ending on the earlier of (A), the closing date of a Qualified IPO (as defined in connection with the transactions contemplated hereinShareholders Agreement), or (B) August 31, 2011), and (v) the warrant to be issued to Skyline Global Company Holdings Limited (the “Primavera New Warrant”) substantially in the form attached hereto as Exhibit Fcontemplated 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. Except for (i) the conversion privileges of the Preferred Shares, (ii) up to 26,822,828 Common Shares reserved for issuance the preemptive rights provided in the Third Amended and Restated Shareholders Agreement by and among the Company, the Founders, the Founders Holdco, BSK, Blue Sky, IBC Investment Seven Limited (or issuance of options therefor) to the employees of“IBC”), GENEXINE, INC. (“GENEXINE”), and the advisors and consultants toother parties thereto (as amended), the Company and the Subsidiaries pursuant to the Company’s 2010 share incentive plan as set forth in Exhibit B hereof (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 Shares reserved for issuance upon stock options that have been granted to the conversion of employees and the Preferred Sharesmanagement team, as set forth in Schedule III hereof; (iv) the Investor exercise by Warrant Holder of Tranche II of Series B Warrant in the event that the Company fails to be issued in connection with the transactions contemplated hereinsubmit a Qualified Public Offering application at an internationally recognized securities exchange by March 31, 2019; (v) an additional issuance of Series C Preferred Shares upon the warrant Price Adjustment in case of the full or partial exercise of the Tranche II of Series B Warrant; and (vi) the conversion option attaching to be issued a convertible note granted to Skyline Global Company Holdings Limited (GENEXINE pursuant to the “Primavera New Warrant”) substantially in the form attached hereto as Exhibit FGENEXINE Loan Agreement, there are no options, warrants, conversion privileges privileges, share plan, share purchase or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any equity interest or registered share capital of the any Group Company. No shares of the Company. Except as set forth in the Restated Shareholders Agreement, no shares of the any Group Company’s issued and outstanding share capital capital, registered share capital, or shares issuable upon conversion, exercise or exchange of any issued and outstanding options or other convertible, exercisable or exchangeable securities issued or shares issuable by the any Group Company, are subject to any encumbrance, preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of the such Group Company or any other person). There All the options and warrants as stated above have been no exercises duly issued without any potential dispute. All presently outstanding equity securities of the conversion each Group Company were duly and validly issued in compliance with all applicable Laws, preemptive rights of any Preferred Share since the issuance of such class of securitiesperson, and applicable contracts (if any), fully paid and non-assessable.

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 Investor Warrant to be issued in connection with the transactions contemplated herein, (v) the warrant to be issued to Skyline Global Company Holdings Limited (the “Primavera New Warrant”) substantially in the form Ninth Amended and Restated Shareholders Agreement attached hereto as Exhibit FE (the “Restated 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.