Common use of Capitalization and Valid Issuance of Shares Clause in Contracts

Capitalization and Valid Issuance of Shares. (a) The authorized equity interests of the Company consist of 100,000,000 shares of preferred stock, par value $0.001 per share, and 300,000,000 shares of Common Stock. Prior to the issuance and sale of the Purchased Shares, there were (i) 160,568,340 shares of Common Stock issued and outstanding and (ii) no shares of preferred stock of Company, par value $0.001 per share, issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. (b) The Purchased Shares being purchased by the Purchasers hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Certificate of Designations against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. (c) There are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Company’s benefit plans or (iii) as disclosed in the Company SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon issuance in accordance with this Agreement and the Certificate of Designations or the Warrants, as applicable, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, and (ii) such Liens as are created by the Purchasers. (e) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing.

Capitalization and Valid Issuance of Shares. (a) The authorized equity interests of the Company consist of 100,000,000 200,000,000 shares of Common Stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.001 0.01 per share, and 300,000,000 shares of Common Stock. Prior to the issuance and sale of the Purchased Shares, there were (i) 160,568,340 29,624,335 shares of Common Stock issued and outstanding and (ii) no shares of preferred stock of Company, par value $0.001 per share, Company issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. (b) The Purchased Shares being purchased by the Purchasers Purchaser hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Certificate of Designations against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. (c) There are no persons Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Company’s benefit plans or (iii) as disclosed in the Company SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon issuance in accordance with this Agreement and the Certificate of Designations or the Warrants, as applicableDesignations, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, laws and (ii) such Liens as are created by the PurchasersPurchaser. (e) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing.

Capitalization and Valid Issuance of Shares. (a) The authorized equity interests of the Company consist of 100,000,000 shares of preferred stock, par value $0.001 per share, and 300,000,000 shares of Common Stock. Prior to the issuance and sale of the Purchased Shares, there were (i) 160,568,340 160,563,494 shares of Common Stock issued and outstanding and (ii) no shares of preferred stock of Company, par value $0.001 per share, issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. (b) The Purchased Shares being purchased by the Purchasers hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Certificate of Designations against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. (c) There are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Company’s benefit plans or (iii) as disclosed in the Company SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon issuance in accordance with this Agreement and the Certificate of Designations or the Warrants, as applicable, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, and (ii) such Liens as are created by the Purchasers. (e) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing.

Capitalization and Valid Issuance of Shares. (a) The authorized equity interests of the Company consist of 100,000,000 10,000,000 shares of preferred stock, par value $0.001 0.01 per share, and 300,000,000 180,000,000 shares of Common Stock. Prior to At the issuance and sale close of the Purchased Sharesbusiness on June 27, 2017, there were (i) 160,568,340 65,835,820 shares of Common Stock issued and outstanding and (ii) outstanding. There are no shares of preferred stock of Company, par value $0.001 0.01 per share, issued and outstandingoutstanding except for the Purchased Shares to be issued pursuant to this Agreement. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. (b) The Purchased Shares being purchased by the Purchasers hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Certificate Statement of Designations Resolutions against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. (c) There are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this AgreementAgreement or as set forth in the Statement of Resolutions, (ii) for awards issued pursuant to the Company’s benefit plans or (including any employment agreement), (iii) as disclosed in the Company SEC DocumentsDocuments and (iv) the Warrants and the Warrant Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon issuance in accordance with this Agreement and the Certificate Statement of Designations Resolutions or the Warrants, as applicable, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and Documents, under the Texas Business Organizations Code or under applicable state and federal securities laws, and (ii) such Liens as are created by the Purchasers. (e) The Certificate Statement of Designations Resolutions has been duly authorized by the Company. The Certificate Statement of Designations Resolutions sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate Statement of Designations Resolutions upon filing with the Secretary of State for the State of DelawareTexas, subject to the Standstill and Voting Agreement and any transfer restriction in any Transaction Document. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities rights of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing, subject to any transfer restriction in any Transaction Document.

Capitalization and Valid Issuance of Shares. (a) The authorized equity interests of the Company consist of 100,000,000 200,000,000 shares of Common Stock, and 50,000,000 shares of preferred stock, par value $0.001 per share, and 300,000,000 shares of Common Stock. Prior to the issuance and sale As of the Purchased SharesClosing Date, there were (i) 160,568,340 33,725,844 shares of Common Stock issued and outstanding and (ii) no 26,000 shares of preferred stock of Company, par value $0.001 per share, Series A Preferred Stock issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. (b) The Purchased Shares being purchased by the Purchasers Purchaser hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Certificate of Designations against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. (c) There are no persons Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Company’s benefit plans or (iii) as disclosed in the Company SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon issuance in accordance with this Agreement and the Certificate of Designations or the Warrants, as applicableDesignations, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, laws and (ii) such Liens as are created by the PurchasersPurchaser. (e) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing.

Capitalization and Valid Issuance of Shares. (a) The As of the date hereof, the authorized equity interests of the Company consist of 100,000,000 (i) 125,000,000 shares of preferred common stock, par value $0.001 0.0001 per shareshare (the “Common Stock”), and 300,000,000 including (x) 95,000,000 shares of Class A Common StockStock and (y) 30,000,000 shares of Class B Common Stock and (ii) 1,000,000 shares of preferred stock. Prior to the issuance and sale of the Purchased Shares, there were (i) 160,568,340 6,107,374 shares of Class A Common Stock issued and outstanding and outstanding, (ii) no 29,807,692 shares of preferred stock Class B Common Stock, (iii) 0 shares of Company, par value $0.001 per share, Class F Common Stock and (iv) 96,466 shares of Series A Preferred Stock issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. Except for the Series A Preferred Stock, as of the date hereof, there are no, and as of the applicable Closing Date, there will be no, equity interests of the Company that are senior to or pari passu with, in right of distribution, the Series B Preferred Stock. (b) The Purchased Shares being purchased by the Purchasers hereunder will be duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Series B Certificate of Designations against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable. (c) There Except as disclosed in the Company SEC Documents, there are no persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares to be issued pursuant to this Agreement, (ii) for awards issued pursuant to the Company’s benefit plans or (iii) as disclosed in the Company SEC Documents, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon issuance in accordance with this Agreement and As of the Certificate of Designations or the Warrants, as applicabledate hereof, the Underlying Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, and (ii) such Liens as are created by the Purchasers. (e) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities Rosehill Entities consist solely of the Preferred Stock, Company and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of DelawareRosehill Operating. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon the Closing.

Capitalization and Valid Issuance of Shares. (a) The authorized equity interests of the Company consist of 100,000,000 shares an unlimited number of Common Shares and an unlimited number of preferred stockshares, par value $0.001 per share, and 300,000,000 shares of Common Stockissuable in one or more series. Prior to the issuance and sale of the Purchased SharesShares at the Initial Closing (and without given effect to the issuance of the Acquisition Share Consideration), there were (i) 160,568,340 shares of 71,153,427 Common Stock Shares issued and outstanding and (ii) no preferred shares of preferred stock of Company, par value $0.001 per share, any series issued and outstanding. All outstanding equity securities of the Company are duly authorized, validly issued, fully paid and non-assessable. (b) The Purchased Shares being purchased by the Purchasers Purchaser hereunder will be have been duly authorized by the Company and, when issued and delivered by the Company in accordance with this Agreement and the Certificate of Designations against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessableassessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under applicable securities laws and (ii) such Liens as are created by the Purchaser. (c) There are no persons Persons entitled to statutory, preemptive or other similar contractual rights to subscribe for the Purchased Shares; and, except (i) for the Purchased Shares Warrants to be issued pursuant to this AgreementAgreement and the Warrant Certificates, (ii) for awards issued pursuant to the Company’s benefit plans or plans, (iii) as disclosed in the Company SEC Company’s Public Documents, or (iv) the Acquisition Share Consideration issuable under the terms of the Acquisition Agreement, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, ownership interests in the Company are outstanding. (d) Upon The Warrant Shares have been duly authorized and, upon issuance in accordance with this Agreement and the Certificate Warrants against payment of Designations or the Warrants, as applicableconsideration set forth in the applicable Warrant Certificates, the Underlying Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, and (ii) such Liens as are created by the PurchasersPurchaser. (e) The Certificate of Designations has been duly authorized by the Company. The Certificate of Designations sets forth the rights, preferences and priorities of the Preferred Stock, and the holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware. (f) The Warrants have been duly authorized by the Company. The Warrants set forth the rights, preferences and priorities of the holders thereof, and the holders thereof will have the rights set forth therein upon the each Closing. (f) Akumin Corp. is not the obligor under any outstanding Indebtedness (other than as permitted under the Senior Secured Notes due 2025, the 2020 Revolving Credit Agreement and any Additional Senior Notes when issued).