Common use of Issued and Issuable Shares Clause in Contracts

Issued and Issuable Shares. As at the date hereof and immediately prior to the Closing, there is no Capital Stock issued or issuable pursuant to any exercise, conversion, exchange, subscription or otherwise in connection with any warrants, options (including pursuant to the Company’s stock option plan), convertible securities or any agreement to sell or issue Capital Stock or securities which may be exercised, converted or exchanged for Capital Stock, other than the shares of the Company’s Common Stock to be issued upon conversion of the Notes and the exercise of the Warrants (collectively, “Fully-Diluted”). Prior to the Closing Date, the Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon the exercise of the Warrants have been duly reserved for issuance, which will constitute approximately 48% of the Company’s Capital Stock on a Fully Diluted basis. When the Conversion Shares and Warrant Shares are duly issued in accordance with the terms of the Notes or Warrants, as applicable, the Conversion Shares and Warrant Shares will have been validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares and Warrant Shares will not be subject to any preemptive or similar right. Except as set forth on Schedule 6(d)(ii), all of the issued and outstanding shares of each of the Group Company’s Capital Stock as of the Closing are duly authorized, validly issued, fully paid and non-assessable, were issued in accordance with the registration or qualification provisions of the Act, if applicable, and any relevant “blue sky” laws of the United States, if applicable, or pursuant to valid exemptions therefrom and were issued in compliance with other applicable laws (including, without limitation, applicable PRC laws, rules and regulations) and are not subject to any rescission right or put right on the part of the holder thereof nor does any holder thereof have the right to require the Company to repurchase such Capital Stock.

Issued and Issuable Shares. As Except as set forth on Schedule 6(d)(ii) of the Disclosure Schedule, as at the date hereof and immediately prior to the Closing, there is no Capital Stock issued or issuable pursuant to any exercise, conversion, exchange, subscription or otherwise in connection with any warrants, options (including pursuant to the Company’s stock option plan), convertible securities or any agreement to sell or issue Capital Stock or securities which may be exercised, converted or exchanged for Capital Stock, other than the shares of the Company’s Common Stock common stock to be issued upon the conversion of the Notes and the exercise of the Warrants (collectively, “Fully-Diluted”). Prior to the Closing Date, the Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon the exercise of the Warrants have been duly reserved for issuance, which will constitute approximately 4812.91% of the Company’s Capital Stock on a Fully Diluted basisbasis as of the Closing Date. When the Conversion Shares and Warrant Shares are duly issued upon conversion of the Notes in accordance with the terms of the Notes or Warrants, as applicableNotes, the Conversion Shares and Warrant Shares will have been validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares and Warrant Shares will not be subject to any preemptive or similar right. Except as set forth on Schedule 6(d)(ii), all of the issued and outstanding shares of each of the Group Company’s Capital Stock as of the Closing are duly authorized, validly issued, fully paid and non-assessable, were issued in accordance with the registration or qualification provisions of the Act, if applicable, and any relevant “blue sky” laws of the United States, if applicable, or pursuant to valid exemptions therefrom and were issued in compliance with other applicable laws (including, without limitation, applicable PRC or BVI laws, rules and regulations) and are not subject to any rescission right or put right on the part of the holder thereof nor does any holder thereof have the right to require the Company to repurchase such Capital Stock.

Issued and Issuable Shares. As Except as set forth on Schedule 6(d)(ii) of the Disclosure Schedule, as at the date hereof and immediately prior to the Closing, there is no Capital Stock issued or issuable pursuant to any exercise, conversion, exchange, subscription or otherwise in connection with any warrants, options (including pursuant to the Company’s stock option plan), convertible securities or any agreement to sell or issue Capital Stock or securities which may be exercised, converted or exchanged for Capital Stock, other than the shares of the Company’s Common Stock common stock to be issued upon the conversion of the Notes and the exercise of the Warrants (collectively, “Fully-Diluted”). Prior to the Closing Date, the Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon the exercise of the Warrants will have been duly reserved for issuance, which will constitute approximately 48% such percentage of the Company’s Capital Stock on a Fully Diluted basisbasis immediately following the Closing, assuming no exercise of the Prior ROFR, as disclosed in Schedule 6(d) of the Disclosure Schedule. When the Conversion Shares and Warrant Shares are duly issued upon conversion of the Notes in accordance with the terms of the Notes or Warrants, as applicableNotes, the Conversion Shares and Warrant Shares will have been validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares and Warrant Shares will not be subject to any preemptive or similar right. Except as set forth on Schedule 6(d)(ii), all of the issued and outstanding shares of each of the Group Company’s Capital Stock as of the Closing are duly authorized, validly issued, fully paid and non-assessable, were issued in accordance with the registration or qualification provisions of the Act, if applicable, and any relevant “blue sky” laws of the United States, if applicable, or pursuant to valid exemptions therefrom and were issued in compliance with other applicable laws (including, without limitation, applicable PRC laws, rules and regulations) and are not subject to any rescission right or put right on the part of the holder thereof nor does any holder thereof have the right to require the Company to repurchase such Capital Stock.