Common use of Issue of the Bonds Clause in Contracts

Issue of the Bonds. 2.1 The obligations of the Issuer to issue, and of the Investor to subscribe for, the Bonds are conditional upon the fulfilment of the following Conditions Precedent: (a) the Issuer and the Manager entering into the Investment Management Agreement containing such principal terms and conditions as set out in Schedule 5 and such other terms as may be reasonably acceptable to the Issuer and the Investor; (b) the Manager and the Key Personnel entering into the Service Agreements containing such principal terms and conditions as set out in Schedule 6 and such other terms as may be reasonably acceptable to the Issuer and the Investor; (c) the Investor having obtained a legal opinion of Campbells or another qualified Cayman Islands law firm covering matters in respect of the Issuer, this Agreement, the issue of the Bonds subject to the Conditions and allotment of the Conversion Shares under the laws of the Cayman Islands in such form and substance to the Issuer’s and the Investor’s reasonable satisfaction; and (d) the Issuer having obtained a legal opinion of a law firm reasonably satisfactory to the Issuer covering matters in respect of the due incorporation of the Investor and the legality and enforceability of this Agreement against the Investor under the laws of the place of incorporation in such form and substance to the Issuer’s reasonable satisfaction. 2.2 The Parties will use their respective reasonable commercial endeavours to procure the fulfilment of all the Conditions Precedent set out in Clause 2.1 as soon as practicable, and in any event, on or before the Conditions Precedent Date and the Investor will review and give its comments promptly on the Investment Management Agreement, the Service Agreements and the legal opinion referred to above. If the Conditions Precedent are not fulfilled in all respects or (in respect of the Conditions Precedent set out in Clauses 2.1(a),

Issue of the Bonds. 2.1 The obligations of the Issuer to issue, and of the Investor to subscribe for, the Bonds are conditional upon the fulfilment of the following Conditions Precedent: (a) the Issuer and the Manager entering into the Investment Management Agreement containing such principal terms and conditions as set out in Schedule 5 and such other terms as may be reasonably acceptable to the Issuer and the InvestorAgreement; (b) the Manager and the Key Personnel entering into the Service Agreements containing such principal terms and conditions as set out in Schedule 6 and such other terms as may be reasonably acceptable to the Issuer and the InvestorAgreements; (c) the Investor having obtained a legal opinion of Campbells or another qualified Cayman Islands law firm covering matters in respect of the Issuer, this Agreement, the issue of the Bonds subject to the Conditions and allotment of the Conversion Shares under the laws of the Cayman Islands in such form and substance to the Issuer’s and the Investor’s reasonable satisfactionIslands; and (d) the Issuer having obtained a legal opinion of a law firm reasonably satisfactory to the Issuer covering matters in respect of the due incorporation of the Investor and the legality and enforceability of this Agreement against the Investor under the laws of the place of incorporation in such form and substance to the Issuer’s reasonable satisfaction. 2.2 The Parties will use their respective reasonable commercial endeavours to procure the fulfilment of all the Conditions Precedent set out in Clause 2.1 as soon as practicable, and in any event, on or before the Conditions Precedent Date and the Investor will review and give its comments promptly on the Investment Management Agreement, the Service Agreements and the legal opinion referred to aboveDate. If the Conditions Precedent are not fulfilled in all respects or (in respect of the Conditions Precedent set out in Clauses 2.1(a),, (b) and (c) not waived by the Investor or in respect of the Condition Precedent set out in Clause 2.1(d) not waived by the Issuer) on or before the Conditions Precedent Date, then this Agreement (save and except Clauses 11 to 18) shall, subject to the liability of the Parties to each other in respect of any prior breaches of this Clause 2.2, terminate immediately and be of no further effect and no Party shall have any claim against the other in respect thereof. 2.3 Subject to the fulfilment or waiver of the Conditions Precedent as set out in Clause 2.2, the Issuer may from time to time during a period of 24 months from the date of issue of the first Bond issued under this Agreement serve one or more Call Notice(s) on the Investor each specifying the amount to be called thereunder provided that the aggregate principal sum of all calls made under such Call Notices shall not exceed US$5 million. 2.4 Subject to the serving of a Call Notice by the Issuer on the Investor and at the relevant Completion, the Issuer shall issue to the Investor the Bond at its full face value of an amount so called in such Call Notice, and subject to: (a) there being no material breach of any of the terms or warranties of this Agreement by the Issuer which breach will have a material adverse impact on the ability of the Issuer to perform its obligations hereunder; (b) the Board not having served a notice of breach of any of the material terms or warranties of the Investment Management Agreement by the Manager; and (c) the Board not having served a notice of breach of any of the material terms or warranties of the Investment Management Agreement arising from a breach of any of the material terms or warranties of the Service Agreements by any of the Key Personnel, the Investor shall subscribe for such Bond and shall settle the consideration for the issue of the Bond. The Bond shall be issued upon and subject to the Conditions and the Certificate.