Common use of Capitalization of the Parent Clause in Contracts

Capitalization of the Parent. As of the date of this Agreement, the authorized capital of the Parent consists of 100,000,000 shares of common stock, par value US$0.001 per share, of which 34,679,564 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value US$0.001 per share, of which 839,200 shares of preferred stock 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 (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) have not been issued in violation of the certificate 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, and (iii) have been issued and sold in compliance with U.S. Securities Laws in all material respects. 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 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 transfer of the Consideration Shares pursuant to the Plan of Arrangement will not obligate the Parent or the Purchaser to issue or transfer shares of common stock or other securities of the Parent or the 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 or the 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.

Capitalization of the Parent. As of the date of this Agreement, the authorized capital of the Parent consists of 100,000,000 200,000,000 shares of common stock, par value US$0.001 per share, of which 34,679,564 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 5,000,000 shares of preferred stock, par value US$0.001 per share, of which 839,200 one share has been designated Special Voting Preferred Stock and no shares of preferred stock have been designated as 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Parent Preferred Stock”), each share of which is 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 and preferred stock of the Parent (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) have not been issued in violation of the certificate of incorporationarticles, 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, and (iii) have been issued and sold in compliance with U.S. Securities Laws in all material respects. Except as disclosed in Section 3.2(k) 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 Disclosure Letter, as 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 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 transfer issuance of the Consideration Shares pursuant to the Plan of Arrangement Acquisition will not obligate the Parent Parent, Callco or the Purchaser to issue or transfer shares of common stock or other securities of the Parent Parent, Callco or the 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 Parent, Callco or the 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...

Capitalization of the Parent. As of the date of this Agreement, the authorized capital of the Parent consists of 100,000,000 350,000,000 shares of common stock, par value US$0.001 per share, of which 34,679,564 96,395,822 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value US$0.001 per share, of which 839,200 2,070,000 shares of convertible preferred stock have been designated as 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Parent Preferred Stock”), each share of which is are issued and outstanding. All of the issued and outstanding shares of common stock and preferred stock of the Parent (i) have been duly authorized and validly issued and are fully paid and nonassessable, (ii) have not been issued in violation of the certificate of incorporationarticles, 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, and (iii) have been issued and sold in compliance with U.S. Securities Laws in all material respects. Except as disclosed set forth in Section 3.2(k) of the Parent Public Disclosure LetterRecord, 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 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 transfer issuance of the Consideration Shares pursuant to the Plan of Arrangement will not obligate the Parent or the Purchaser to issue or transfer shares of common stock or other securities of the Parent or the 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 or the 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.

Capitalization of the Parent. As of the date 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 100,000,000 shares 125,000,000 Parent Shares of common stock, par value US$0.001 per share, share of which 34,679,564 shares 2,500,000 Parent Shares are issued and outstanding, and 5,000,000 10,000,000 shares of preferred stock, par value US$0.001 per share, share of which 839,200 one share has been designated Special Voting Preferred Stock, no shares of preferred stock have been designated as 9.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Parent Preferred Stock”), each share of which is 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 certificate of incorporationarticles, 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 in all material respectsLaws. Except as disclosed in Section 3.2(k) of the Parent Disclosure Letter, as 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 shares of common stock 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 transfer issuance of the Consideration Parent Shares or Exchangeable Shares WSLegal\073132\00009\12677454v12 pursuant to the Plan of Arrangement Acquisition will not obligate the Parent Parent, Callco or the Purchaser Exchangeco to issue or transfer shares of common stock Parent Shares or other securities of the Parent Parent, Callco or the Purchaser Exchangeco 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 Parent, Callco or the Purchaser Exchangeco 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.