Common use of Options; Warrants Clause in Contracts

Options; Warrants. Except for the Note, restricted share units and options existing as of the date hereof, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security Interest, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other person), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes shall not result in a right of any holder of any securities of any Group Member to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes shall not obligate any Group Member to issue shares or equivalents thereof or other securities to any person (other than Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to any Group Member’s shares to which such Group Member is a party or between or among any of Group Members’ shareholders.

Options; Warrants. Except for the NoteKKR Notes, restricted share units Notes and options existing as of the date hereofConversion Shares, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no No shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security InterestEncumbrances, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other personPerson), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes and Conversion Shares shall not result in a right of any holder of any securities of any Group Member the Company to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes or Conversion Shares shall not obligate any Group Member the Company to issue shares Shares or equivalents thereof or other securities to any person Person (other than the Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s or any Group Member’s shares to which the Company or such Group Member is a party or or, to the knowledge of the Company, between or among any of the Company’s shareholders or the Group Members’ Member’s shareholders, as the case may be.

Options; Warrants. Except for the Note, restricted share units and options existing as of the date hereof, and the Other Notes, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Target Member of any Equity Securities of any Group Target Member. Except for the Existing Security and Permitted Security, no No shares of any Group Target Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Target Member, are subject to Security Interest, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Target Member or any other person), pursuant to any agreement or commitment of any Group Target Member. The issuance and sale of the Notes and Conversion Shares shall not result in a right of any holder of any securities of any Group Target Member to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes or Conversion Shares shall not obligate any Group Target Member to issue shares or equivalents thereof or other securities to any person (other than Investor). All issued shares of each Group Target Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to any Group Target Member’s shares to which such Group Target Member is a party or between or among any of Group Target Members’ shareholders.

Options; Warrants. Except for the Note, restricted share units Notes and options existing as of the date hereofConversion Shares, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no No shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security InterestEncumbrances, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other personPerson), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes and Conversion Shares shall not result in a right of any holder of any securities of any Group Member the Company to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes or Conversion Shares shall not obligate any Group Member the Company to issue shares Shares or equivalents thereof or other securities to any person Person (other than the Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ ' agreements, voting agreements or other similar agreements with respect to the Company's or any Group Member’s 's shares to which the Company or such Group Member is a party or or, to the knowledge of the Company, between or among any of the Company's shareholders or the Group Members’ Member’s shareholders, as the case may be.

Options; Warrants. Except for the NoteKKR Notes, restricted share units Notes and options existing as of the date hereofConversion Shares, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no No shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security InterestEncumbrances, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other personPerson), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes and Conversion Shares shall not result in a right of any holder of any securities of any Group Member the Company to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes or Conversion Shares shall not obligate any Group Member the Company to issue shares Shares or equivalents thereof or other securities to any person Person (other than the Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ ' agreements, voting agreements or other similar agreements with respect to the Company's or any Group Member’s 's shares to which the Company or such Group Member is a party or or, to the knowledge of the Company, between or among any of the Company's shareholders or the Group Members’ Member’s shareholders, as the case may be.

Options; Warrants. Except for the Note, restricted share units Notes and options existing as of the date hereofConversion Shares, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the subscription or purchase from any Group Member of any Equity Securities of any Group Member. Except for the Existing Security and Permitted Security, no No shares of any Group Member, or shares issuable upon exercise of any outstanding options, warrants or rights, or other shares issuable by any Group Member, are subject to Security InterestEncumbrances, preemptive rights, rights of first refusal or other rights to subscribe for or purchase such shares (whether in favor of any Group Member or any other personPerson), pursuant to any agreement or commitment of any Group Member. The issuance and sale of the Notes and Conversion Shares shall not result in a right of any holder of any securities of any Group Member the Company to exercise any preemptive rights, rights of first refusals or other rights, or to adjust the exercise, conversion, exchange or reset price under any of such securities. The issuance and sale of the Notes or Conversion Shares shall not obligate any Group Member the Company to issue shares Shares or equivalents thereof or other securities to any person Person (other than the Investor). All issued shares of each Group Member are fully paid and non-assessable and have been issued in material compliance with all applicable federal and state securities laws, and none of such issued shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s or any Group Member’s shares to which the Company or such Group Member is a party or or, to the knowledge of the Company, between or among any of the Company’s shareholders or the Group Members’ Member’s shareholders, as the case may be.