Conversion Shares and Warrant Shares Clause Samples

Conversion Shares and Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to the aggregate number of shares of Common Stock necessary to effect the conversion of all the Shares and the exercise of all the Warrants. Any shares of Common Stock issuable upon conversion of the Shares (and such shares when issued) are herein referred to as the “Conversion Shares”. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the “Warrant Shares”. The Shares, the Conversion Shares, the Warrants, the Warrant Shares and the PIK Dividend Shares (as defined in the Registration Rights Agreement) are sometimes collectively referred to herein as the “Securities”.

Conversion Shares and Warrant Shares. On and after the Certificate Amendment and the effectiveness of the Series A Amendment and the Series 2023 Amendment, the Company shall have available for issuance all of the shares of Common Stock into which the Series A Amendment and the Series 2023 Amendment are convertible (in accordance with the terms thereof) including after giving effect to any anti-dilution provisions contained in the Note Amendments (any shares of such Common Stock issued on the conversion of either Note Amendment being referred to herein as the “Conversion Shares”). On and after the issuance of the Warrants, the Company shall have available for issuance all of the shares of Common Stock for which the Warrants can be exercised (in accordance with the terms thereof), including after giving effect to any anti-dilution provisions contained in the Warrants (any shares of such Common Stock issued on the exercise of the Warrants being referred to herein as the “Warrant Shares”) The Conversion Shares and the Warrant Shares will have been have been duly authorized, and when the Conversion Shares are issued upon conversion of the Note Amendments in accordance with the terms thereof and the Warrant Shares are issued on exercise of the Warrants in accordance with the terms thereof, the Conversion Shares and Warrant Shares shall be validly issued, fully paid and non-assessable, free and clear of any Encumbrances (other than those imposed by federal or state securities Laws). The issuance of the Conversion Shares and the Warrant Shares are not subject to any preemptive or similar rights of any securityholder of the Company, except the preemptive rights granted under the Investment Agreement dated December 22, 2011.

Conversion Shares and Warrant Shares. The ADSs (and the Class A Ordinary Shares underlying such ADSs) to be issued upon conversion of the Note (“Conversion Shares”) and the ADSs (and the Class A Ordinary Shares underlying such ADSs) to be issued pursuant to the exercise of the Warrant (“Warrant Shares”) have been duly and validly authorized for issuance by the Issuer and, when issued and delivered by the Issuer to the Purchaser in accordance with the terms of the Note Documents and Warrants respectively, will be (i) duly and validly issued, fully paid and non-assessable, and rank pari passu with, and carry the same rights in all aspects as, the other ADSs then in issue, (ii) entitled to all dividends and other distributions declared, paid or made thereon, and (iii) free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature, except for restrictions arising under the Securities Act or as disclosed in the Issuer SEC Documents or created by virtue of the transactions under this Agreement (collectively, the “Encumbrances”). Upon entry of the Purchaser into the register of the ADSs as the legal owner of the relevant Conversion Shares and/or Warrant Shares, the Issuer will transfer to the Purchaser good and valid title to such relevant Conversion Shares and/or Warrant Shares respectively, in each case free and clear of any Encumbrances. “Issuer SEC Documents” means all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by the Issuer with the SEC pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, in each case, filed or furnished with the SEC prior to the date hereof.

Conversion Shares and Warrant Shares. If all or any portion of a Preferred Share is converted or a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares and/or Warrant Shares, if the Preferred Share is converted at a time where Rule 144 is available for the resale of such Conversion Shares, or if the Warrant is exercised via cashless exercise pursuant to the terms of the Warrant such that Rule 144 is available for the resale of such Warrant Shares, the Conversion Shares and/or Warrant Shares issued pursuant to any such conversion or exercise shall be issued free of all legends.

Conversion Shares and Warrant Shares. 12 Section 3.06 No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.07 Conflicting Agreements and Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.08 Due Authorization, Execution, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.09 Litigation, Proceedings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.10

Conversion Shares and Warrant Shares. The shares of Common Stock issuable upon conversion of the Shares (the "Conversion Shares"), and the Purchaser Warrant Shares, the Robe▇▇▇▇▇ ▇▇▇rant Shares, and the Maintenance Warrant Shares, when issued and delivered in accordance with the terms of the Certificate of Designation, the Purchaser Warrants, the Robe▇▇▇▇▇ ▇▇▇rants, or the Maintenance Warrants, respectively, will be duly and validly issued, fully paid, nonassessable, free of preemptive rights and free from all Liens (except any Liens created or suffered to be created by the Purchaser) and will not be subject to any restriction on the voting or transfer thereof created by the Company other than pursuant to the Stockholders' Agreement and applicable provisions of federal and state securities laws. The Company (a) has duly and validly reserved 9,600,000 shares of Common Stock initially issuable on conversion of the Shares and 409,839 shares of Common Stock initially issuable on exercise of the Robe▇▇▇▇▇ ▇▇▇rants and (b) shall, concurrently with the commencement of exercisability of the Purchaser Warrants or any Maintenance Warrants, duly and validly reserve for issuance the Purchaser Warrant Shares and the Maintenance Warrant Shares.

Conversion Shares and Warrant Shares. (i) The Conversion Shares issuable upon conversion of the New Note (or any PIK Note) to be issued on the date hereof and any Warrant Shares issuable upon exercise of a Warrant are duly and validly authorized and have been reserved for issuance, and (ii) upon issuance in accordance with the terms of the New Note (or any PIK Note) or a Warrant, as the case may be, the Conversion Shares and the Warrant Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance and delivery of the Conversion Shares or the Warrant Shares, the Purchaser shall obtain full and legal title to the

Conversion Shares and Warrant Shares. If all or any portion of a Debenture is converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares, the Conversion Shares issued pursuant to the any such conversion shall be issued free of all legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the Conversion Shares or the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares or the Warrant Shares, the Company shall immediately notify the holders of the Debentures and Warrants, respectively, in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Conversion Shares or the Warrant Shares. The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Conversion Shares or the Warrant Shares effective during the term of the Securities. Upon a cashless exercise of the Warrants, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

Conversion Shares and Warrant Shares. To reserve at all times during the period from and including the Closing Time through and including the date on which no shares of Series II First Preferred Shares remain outstanding, a number of Conversion Shares equal to the Maximum Number of Conversion Shares less the aggregate number of Conversion Shares issued in connection with the conversion of Series II First Preferred Shares during such period and to reserve at all times during the period from and including the Closing Time through and including the date on which no shares of Warrants remain outstanding, a number of Warrant Shares equal to the Maximum Number of Warrant Shares less the aggregate number of Warrant Shares issued in connection with the exercise of Warrants during such period.