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. 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. The Company has reserved 764,132,556 Ordinary Shares for issuance upon the conversion of the Purchased Shares. Except for (i) the conversion privileges of the Preferred Purchased Shares, (ii) up the preemptive rights provided in the Amended and Restated Shareholders Agreement to 26,822,828 Common be entered into at the first Subsequent Closing and attached hereto as Exhibit D (the “Shareholders Agreement”), and (iii) 52,631,579 Ordinary Shares (and options and warrants therefor) reserved for issuance (to employees, officers or issuance of options therefor) to the employees directors of, and the advisors and or consultants to, the Company and the Subsidiaries (or any of its subsidiaries) pursuant to the Company’s 2010 share employee equity incentive plan plans to be approved by the Board of Directors of the Company (the “2010 ESOP PlanBoard”) adopted by and the Company by shareholders resolutions on December 30, 2010, holders of which the options for 21,060,606 shares have been issued pursuant to the 2010 ESOP Plan, at least an eighty percent (iii80%) the Common Shares reserved for issuance upon the conversion majority of the Preferred Shares, (iv) the warrant issued to Xiaomi Ventures Limited for the subscription of 17,744,264 Series E A 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”)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. Except as set forth Apart from the exceptions noted in this Section 3.2(a) and the Restated Shareholders Agreement, no shares (including the Purchased Shares and the Conversion Shares) of the outstanding share capital 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 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. 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) 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. 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 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. 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. 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.

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.