Common use of Capitalization of the Parent Clause in Contracts

Capitalization of the Parent. As of the Effective Date (immediately following the closing of the Acquisition, not including any securities issuable pursuant to this Agreement), the authorized capital of the Parent consists of 125,000,000 Parent Shares of common stock, par value US$0.001 per share of which 2,500,000 Parent Shares are issued and outstanding, and 10,000,000 shares of preferred stock, par value US$0.001 per share of which one share has been designated Special Voting Preferred Stock, no shares of preferred stock are issued and outstanding. All of the issued and outstanding Parent Shares: (i) have been duly authorized and validly issued and are fully paid and nonassessable; (ii) have not been issued in violation of the articles, charter, by-laws or other constating documents of the Parent, or any agreement, contract, covenant, undertaking, or commitment to which the Parent is a party or bound, including, without limitation, any preemptive or similar rights of stockholders; and (iii) have been issued and sold in compliance with U.S. Securities Laws. As of the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or commitments (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Parent to issue or sell any Parent Shares or other securities of the Parent, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares of common stock or other security of the Parent. The issuance of the Parent Shares or Exchangeable Shares WSLegal\073132\00009\12677454v12 pursuant to the Acquisition will not obligate the Parent, Callco or the Exchangeco to issue Parent Shares or other securities of the Parent, Callco or the Exchangeco to any person except as contemplated in this Agreement and will not result in a right of any holder of securities of the Parent, Callco or the Exchangeco to adjust the exercise, conversion, exchange or reset of price under any of such securities.

Capitalization of the Parent. As of the Effective Date (immediately following the closing date of the Acquisition, not including any securities issuable pursuant to this Agreement), the authorized capital of the Parent consists of 125,000,000 Parent Shares 350,000,000 shares of common stock, par value US$0.001 per share of which 2,500,000 Parent Shares 96,395,822 shares are issued and outstanding, and 10,000,000 5,000,000 shares of preferred stock, par value US$0.001 per share share, of which one share has been designated Special Voting Preferred Stock, no 2,070,000 shares of convertible preferred stock are issued and outstanding. All of the issued and outstanding shares of common stock and preferred stock of the Parent Shares: (i) have been duly authorized and validly issued and are fully paid and nonassessable; , (ii) have not been issued in violation of the articles, charter, by-laws or other constating documents of the Parent, or any agreement, contract, covenant, undertaking, or commitment to which the Parent is a party or bound, including, without limitation, any preemptive or similar rights of stockholders; and (iii) have been issued and sold in compliance with U.S. Securities LawsLaws in all material respects. As Except as set forth in the Parent Public Disclosure Record, as of the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or commitments (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Parent to issue or sell any Parent Shares shares of common stock or other securities of the Parent, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares of common stock or other security of the Parent. The issuance of the Parent Consideration Shares or Exchangeable Shares WSLegal\073132\00009\12677454v12 pursuant to the Acquisition Plan of Arrangement will not obligate the Parent, Callco Parent or the Exchangeco Purchaser to issue Parent Shares shares of common stock or other securities of the Parent, Callco Parent or the Exchangeco Purchaser to any person except as contemplated in this Agreement and the Plan of Arrangement and will not result in a right of any holder of securities of the Parent, Callco Parent or the Exchangeco Purchaser to adjust the exercise, conversion, exchange or reset of price under any of such securities.

Capitalization of the Parent. As of the Effective Date (immediately following the closing date of the Acquisition, not including any securities issuable pursuant to this Agreement), the authorized capital of the Parent consists of 125,000,000 Parent Shares 200,000,000 shares of common stock, par value US$0.001 per share of which 2,500,000 Parent Shares 13,369,500 shares are issued and outstandingoutstanding (of which 10,119,493 shares will be returned to the Parent immediately following the closing of the Acquisition), and 10,000,000 5,000,000 shares of preferred stock, par value US$0.001 per share share, of which one share has been designated Special Voting Preferred Stock, Stock and no shares of preferred stock are issued and outstanding, and warrants to purchase 13,369,500 shares of common stock (issued pursuant to the Warrant Dividend) are issued and outstanding (of which 10,119,493 warrants will be returned to the Parent immediately following the Closing). All of the issued and outstanding shares of common stock of the Parent Shares: (i) have been duly authorized and validly issued and are fully paid and nonassessable; , (ii) have not been issued in violation of the articles, charter, by-laws or other constating documents of the Parent, or any agreement, contract, covenant, undertaking, or commitment to which the Parent is a party or bound, including, without limitation, any preemptive or similar rights of stockholders; and (iii) have been issued and sold in compliance with U.S. Securities LawsLaws in all material respects. As of the Effective Date (immediately following the closing of the Acquisition, not including any securities issuable pursuant to this Agreement, the PPM or the Valent Agreement Amendment), the outstanding capital of the Parent will consist of 3,250,007 shares of common stock and warrants to purchase 3,250,007 shares of common stock issued pursuant to the Warrant Dividend. As of the date of this Agreement, except as contemplated by the PPM and except for the Warrant Dividend, there are no outstanding agreements, subscriptions, warrants, options, rights or commitments (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Parent to issue or sell any Parent Shares shares of common stock or other securities of the Parent, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares of common stock or other security of the Parent. The issuance of the Parent Consideration Shares or Exchangeable Shares WSLegal\073132\00009\12677454v12 pursuant to the Acquisition will not obligate the Parent, Callco or the Exchangeco Purchaser to issue Parent Shares shares of common stock or other securities of the Parent, Callco or the Exchangeco Purchaser to any person except as contemplated in this Agreement and will not result in a right of any holder of securities of the Parent, Callco or the Exchangeco Purchaser to adjust the exercise, conversion, exchange or reset of price under any of such securities...

Capitalization of the Parent. As of the Effective Date (immediately following the closing date of the Acquisition, not including any securities issuable pursuant to this Agreement), the authorized capital of the Parent consists of 125,000,000 Parent Shares 100,000,000 shares of common stock, par value US$0.001 per share share, of which 2,500,000 Parent Shares 34,679,564 shares are issued and outstanding, and 10,000,000 5,000,000 shares of preferred stock, par value US$0.001 per share share, of which one share has been designated Special Voting Preferred Stock, no 839,200 shares of preferred stock are have been designated as 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Parent Preferred Stock”), each share of which is issued and outstanding. All of the issued and outstanding shares of common stock and preferred stock of the Parent Shares: (i) have been duly authorized and validly issued and are fully paid and nonassessable; , (ii) have not been issued in violation of the articlescertificate of incorporation, charter, by-laws or other constating documents of the Parent, or any agreement, contract, covenant, undertaking, or commitment to which the Parent is a party or bound, including, without limitation, any preemptive or similar rights of stockholders; and (iii) have been issued and sold in compliance with U.S. Securities LawsLaws in all material respects. As Except as disclosed in Section 3.2(k) of the Parent Disclosure Letter, as of the date of this Agreement, there are no outstanding agreements, subscriptions, warrants, options, rights or commitments (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating the Parent to issue or sell any Parent Shares shares of common stock or other securities of the Parent, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares of common stock or other security of the Parent. The issuance transfer of the Parent Consideration Shares or Exchangeable Shares WSLegal\073132\00009\12677454v12 pursuant to the Acquisition Plan of Arrangement will not obligate the Parent, Callco Parent or the Exchangeco Purchaser to issue Parent Shares or transfer shares of common stock or other securities of the Parent, Callco Parent or the Exchangeco Purchaser to any person except as contemplated in this Agreement and the Plan of Arrangement and will not result in a right of any holder of securities of the Parent, Callco Parent or the Exchangeco Purchaser to adjust the exercise, conversion, exchange or reset of price under any of such securities. Immediately prior to the Effective Time, the Purchaser will beneficially and legally own all of the Consideration Shares that it is transferring pursuant to the Plan of Arrangement.