Common use of Offered Securities Clause in Contracts

Offered Securities. The Offered Securities and all outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Firm Securities and Optional Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each the Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof.

Offered Securities. The Offered Securities and all outstanding shares of common capital stock of the Company have been duly authorized; the authorized authorized, issued and outstanding equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock Common Stock of the Company have been issued in violation of any preemptive or similar rights of any security holdersecurityholder; the forms of certificates used to represent the Offered Securities Securities, if any, comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; to the Company’s knowledge, it is in compliance with all applicable listing requirements of the NYSE, and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common stock Common Stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common stock Common Stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common stockCommon Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Firm Securities and Optional Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. All distributions, including the distributions on all other securities of the Company ranking prior to or on a parity with the Common Stock with respect to the payment of distributions in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform conform, in all material respects, to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and Package, including in connection with the ProspectusContributions, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company Company, after giving effect to the Reorganization Transactions, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company is will be as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuancesunder the heading “Capitalization”; after giving effect to the Reorganization Transactions, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company arewill be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through any Preliminary Prospectus, the Final Prospectus, any Permitted Free Writing Prospectus, and in connection with the Directed Share Program, the enrollment materials prepared by the Designated Underwriter on behalf of the Company.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive or similar rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents Documents”), of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such shares of common stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities, other limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the operating agreement or other organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock capital shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock capital shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockcapital shares, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, nonassessable and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Statutory Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents securityholder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the Preliminary Prospectus, the Statutory Prospectus and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through the Preliminary Prospectus, the Final Prospectus and any Permitted Free Writing Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been will, on the Closing Date, be duly authorized; the authorized equity capitalization of the Company is will, on the Closing Date, be as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, andCompany, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements . All of the Organizational Documents membership interests of HPI outstanding upon consummation of this offering will have been duly authorized and, after giving effect to the Reorganization Transactions, fully paid, validly issued and, to the extent owned by the Company, andwill be owned free and clear of any liens, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securitiesincumbencies or claims. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information regarding the Offered Securities in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities Securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through the Preliminary Prospectus, the Final Prospectus and any Permitted Free Writing Prospectus (as defined herein).

Offered Securities. The Offered Securities and all All outstanding shares of common capital stock of the Company Company, including the Offered Securities, have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuancesFinal Prospectus; all outstanding shares of capital stock of the Company, if anyincluding the Offered Securities, pursuant have been delivered and paid for, have been validly issued, are fully paid and nonassessable and conform to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described the description thereof in the Registration Statement, the General Disclosure Package and the Final Prospectus); all there are no preemptive or similar rights with respect to the capital stock of the Company, including the Offered Securities; and none of the outstanding shares of capital stock of the Company areCompany, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to including the Offered Securities; none of the outstanding shares of common stock of the Company , have been issued in violation of any preemptive or similar rights of any security holder; the forms . No holder of certificates Offered Securities will be subject to personal liability by reason of being such a holder. The certificates, if any, to be used to represent evidence the Offered Securities are in due and proper form and comply in all material respects with all applicable statutory requirements legal requirements, the charter and with any applicable by-laws of the Company and the requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the SecuritiesNew York Stock Exchange. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(f) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, been validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all outstanding shares of common stock All of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package issued and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company areCompany, andincluding the outstanding shares of Common Stock, when the Offered Securities have been delivered are duly authorized and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing (a copy of which has been delivered to counsel to the information Representatives), and the holders thereof are not subject to personal liability by reason of being such holders; the Securities to be sold hereunder by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, will not be issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that will not have been waived in writing (a copy of which will have been delivered to counsel to the Representatives), and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the outstanding shares of Common Stock and the Offered Securities, conforms to the description thereof in the Registration StatementStatement and the General Disclosure Package. Except as otherwise stated in the Registration Statement and the General Disclosure Package, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, by laws or any agreement or other instrument to which the Company is a party or by which the Company is bound or any statutes, laws rules and regulations applicable to the Company. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. All of the issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise described in the Registration Statement and the General Disclosure Package and except for any directors’ qualifying shares, the Prospectus Company owns of record and to beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the description issued and outstanding shares of such Offered Securities contained therein; stock. Except as described in the shareholders Registration Statement and the General Disclosure Package, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company have no preemptive rights with respect to the Offered Securities; none any shares of the outstanding shares of common capital stock of the Company have been issued in violation or any of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the its subsidiaries. The Company has not received any notification that the Commission is contemplating terminating such registration; an authorized and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except outstanding capitalization as disclosed set forth in the Registration Statement, Statement and the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsPackage.

Offered Securities. The When the Offered Securities are delivered and all outstanding paid for in accordance with this Agreement on the Closing Date and any Additional Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities, including the maximum number of additional shares of common stock Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Make-Whole Fundamental Change or Optional Redemption (as each such term is defined in the Indenture) and assuming (x) a single holder of Offered Securities converted all of the Offered Securities, (y) the Company elects, upon such conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full (the “Conversion Shares”), have been duly authorizedauthorized and reserved for issuance upon such conversion, and when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Circular; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, and when the Underlying Shares have been issued upon conversion of the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Datethe terms of the Indenture and the Offered Securities, such Offered Securities the Underlying Shares will have beenbe, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinnon-assessable; the shareholders stockholders of the Company have no preemptive rights with respect to the issuance by the Company of the Offered Securities; Securities or the Underlying Shares, and none of the outstanding shares of common capital stock of the Company have been issued by the Company in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through the Preliminary Prospectus, the Final Prospectus and any Permitted Free Writing Prospectus (as defined herein).

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform conform, in all material respects, to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and Final Prospectus, no holders of securities of the Company have rights to the description registration of such Offered Securities contained therein; securities under the shareholders Registration Statement. The stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(f) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms declaration of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements trust, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock shares of beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of beneficial interest or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockbeneficial interest, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common stock share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly authorized and issued, fully paid and nonassessablenon-assessable, will and conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all respects to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are and, will be no outstanding rights (a) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any common stock ordinary shares or other equity interest in the Company or any of the CompanyControlled Entities, (b) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any ordinary shares of the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stockControlled Entity, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package and the Final Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Indenture has been duly authorized. The Offered Securities and all outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except Final Prospectus; when the Offered Securities are delivered and paid for subsequent issuances, if any, by the Underwriters pursuant to this AgreementAgreement on the First Closing Date and each Optional Closing Date, pursuant the Indenture will have been duly executed and delivered by the Company, such Offered Securities will have been duly executed, issued and delivered and will conform to reservations, agreements or employee benefit or equity incentive plans described the description thereof contained in the Registration StatementGeneral Disclosure Package, the Final Prospectus and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Ordinary Shares outstanding prior to the issuance of the Ordinary Shares to be issued upon conversion of the Offered Securities have been duly authorized and are validly issued, fully paid and non-assessable; except as disclosed in the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding rights (a) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any common stock ordinary shares or other equity interest in the Company or any of the CompanyControlled Entities, (b) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any ordinary shares of the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stockControlled Entity, any such convertible or exchangeable securities or obligationsany such rights, warrants or options; except as set forth in the Indenture, the Ordinary Shares represented by the ADSs, when issued and delivered upon conversion of the Offered Securities, will be free of any restriction upon the voting or transfer thereof, except as set forth in the Company’s constitutive documents or any agreement or other instrument to which the Company is a party. Upon issuance and delivery of the Offered Securities in accordance with this Agreement and the Indenture, the Offered Securities will be convertible at the option of the holder thereof into ADSs representing Ordinary Shares in accordance with the terms of the Offered Securities. The maximum number of Ordinary Shares issuable upon conversion of the Offered Securities have been duly authorized and, when issued upon conversion of the Offered Securities, will be validly issued, fully paid and non-assessable and will conform to the description thereof contained in the General Disclosure Package and the Final Prospectus, and the issuance of such warrantsOrdinary Shares will not be subject to any preemptive rights, resale rights, rights of first refusal or optionssimilar rights.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementGeneral Disclosure Package and, upon (A) the automatic conversion of all of the Company’s outstanding Series A preferred shares, Series B preferred shares and Series C preferred shares, in each case par value $0.005 per share (collectively, the “Preferred Shares”) as described in the General Disclosure Package as of the Applicable Time and the Prospectus Registration Statement and (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in B) the Registration Statementissuance and sale of the Firm Securities, the General Disclosure Package Company shall have an authorized and outstanding capital as set forth under the Prospectus)column of the Capitalization table labeled “As Adjusted”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent , the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package as of the Applicable Time and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)caption “Capitalization”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information description of the Common Stock contained in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinFinal Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the issuance of the Offered SecuritiesSecurities by the Company; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof, the General Disclosure Package and the Final Prospectus and, in connection with the Directed Share Program described in Section 4, the enrollment materials prepared by the Designated Underwriter (as defined in Section 4) on behalf of the Company.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, including by way of incorporation by reference to the Company’s filings with the Commission, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through the Preliminary Prospectus, the Final Prospectus and any Permitted Free Writing Prospectus (as defined herein).

Offered Securities. The Offered Securities and the Offered Shares and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, are and, when the Offered Securities and the Offered Shares to be sold by the Company have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such the Offered Securities and the Offered Shares will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such shares of capital stock and such Offered Securities and Offered Shares contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and the Offered Shares, and none of the outstanding shares of common capital stock of the Company Company, including the Common Shares to be sold by the Selling Shareholders, have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent Offered Securities and the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of Shares to be sold by the Company, andwhen issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Offered SecuritiesShares, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationas then in effect; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities or obligations restrictions on transfers of the Company convertible into Offered Shares or exchangeable for any common stock the Offered Securities under the laws of the CompanyCayman Islands, (b) warrantsthe PRC or the United States, rights or options to subscribe for or purchase from as the case may be; and the Offered Shares may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements incorporation, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such shares of common stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders no security holder of the Company have no has any preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common stock of the Company have has been issued in violation of any preemptive or similar rights right of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company convertible into with the Depositary or exchangeable for any common stock its nominee against issuance of the Company, (b) warrants, rights or options to subscribe for or purchase from Offered Securities as contemplated by the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsDeposit Agreement.

Offered Securities. The Offered Securities and all outstanding Securities or other equity interests of the Company, including the shares of the Company’s common stock stock, $0.001 par value per share (the “Common Stock”), issuable upon conversion of the Company Offered Securities (the “Conversion Securities”), have been duly authorized; the authorized equity capitalization of the Company Company, including the Securities and the Common Stock, is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock equity interests of the Company are, andand (x) the Conversion Securities, when issued upon conversion of the Offered Securities have been in accordance with the terms of the Certificate of Designations, and (y) the Offered Securities, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) and the Conversion Securities conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities and Conversion Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive or similar rights with respect to the Offered Securities or the Conversion Securities; and none of the outstanding shares of common stock of the Company Common Stock have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents Documents”), of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the CompanyCommon Stock, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of Common Stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockCommon Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common stock capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock shares of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company do not have, or have no waived prior to the date hereof, any preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock capital shares of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the . The Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company Company, have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through any Preliminary Prospectus, the Final Prospectus or any Permitted Free Writing Prospectus.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive or similar rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements incorporation, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such shares of common stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, and will be no outstanding (a) ), except for an aggregate of 109,608 OP Units issued on August 18, 2017 in connection with a property acquisition, securities or obligations of the Company convertible into or exchangeable for any shares of common stock stock, par value $0.001 per share, of the CompanyCompany (the “Common Stock”) or Series A Preferred Stock, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of Common Stock or Series A Preferred Stock or any such convertible or exchangeable securities or obligations or (c) except for the Company’s obligation pursuant to that certain advisory agreement with J▇▇▇▇▇ M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC pursuant to which the Company may issue shares of Common Stock, LTIP units or common stock equivalents (the “Advisory Payments”), obligations of the Company to issue or sell any shares of common stockCommon Stock or Series A Preferred Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations obligations, except for options to purchase 1,645,225 shares of common stock and 61,250 shares of restricted stock that were awarded to officers, employees and directors under the Company’s Fourth Amended and Restated 2002 Stock Incentive Plan subsequent to December 31, 2012, or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” (within the meaning of the Act and the Rules and Regulations) or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities Securities, the Warrant Shares and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization and outstanding shares of capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement and the Warrants on the First Closing Date and each Option Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and the Offered Securities and the Warrant Shares, when issued, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package Statement and the Time of Sale Prospectus and to the description of such Offered Securities contained therein; in the shareholders of the Company have no preemptive rights with respect to the Offered SecuritiesProspectus; none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive rights, rights of first refusal or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements Warrant Shares issuable upon exercise of the Organizational Documents of the Company, Warrants have been duly authorized and reserved for issuance upon exercise thereof and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered when issued and delivered against payment therefor pursuant to Section 12(b) of the Exchange Act Warrants, will be validly issued, fully paid and the Company has not received any notification that the Commission is contemplating terminating such registrationnonassessable; and the Company has Warrant Shares are not received and will not be subject to any notification that the NYSE is contemplating terminating the listing preemptive rights, rights of the Securitiesfirst refusal or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are and, will be no outstanding (ai) equity or debt securities or obligations of the Company convertible into or exchangeable for or exercisable for, (ii) restrictions upon the voting or transfer of (other than pursuant to Securities Laws (as defined herein)) or (iii) options, warrants, preemptive rights, rights of first refusal or other rights in existence to purchase or acquire from the Company or any common stock subsidiary of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common shares of capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrantssubsidiary of the Company. “Securities Laws” means, rights collectively, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”), the Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in ▇▇▇▇▇▇▇▇-▇▇▇▇▇) promulgated or optionsapproved by the Public Company Accounting Oversight Board (the “PCAOB”) and, as applicable, the rules of the NASDAQ Stock Market (the “Exchange Rules”).

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been will be registered pursuant to Section 12(b) of the Exchange Act upon issuance; and the Company has not taken no action designed to, or likely to have the effect of, terminating the registration of the Offered Securities under the Exchange Act or de-listing the Offered Securities from the New York Stock Exchange, nor has the Company received any notification that the Commission or the New York Stock Exchange is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securitiesregistration or listing. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(vi) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders no security holder of the Company have no has any preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common stock of the Company have has been issued in violation of any preemptive or similar rights right of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be issued and sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSEDeposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association ; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Cayman Islands, the PRC or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company convertible into with the Depositary or exchangeable for any common stock its nominee against issuance of the Company, (b) warrants, rights or options to subscribe for or purchase from Offered Securities as contemplated by the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsDeposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common stock capital shares of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock shares of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock capital shares of the Company Company, have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the . The Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands, the PRC or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations obligations, except for options to purchase 60,000 shares of common stock granted to D▇▇▇▇ ▇▇▇▇▇▇▇, options to purchase 60,000 shares of common stock granted to S▇▇▇▇▇▇ ▇▇▇▇▇, and options to purchase 65,500 shares of common stock granted to D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Messrs. Casbier, Haber, and P▇▇▇▇▇▇▇▇ received the options in connection with the commencement of their employment with the Company, but are not “officers” for purposes of Section 16 of the Exchange Act) or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” (within the meaning of the Act and the Rules and Regulations) or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementGeneral Disclosure Package and the Final Prospectus and, upon (A) the automatic conversion of all of the Company’s outstanding Series A convertible redeemable preferred shares par value $0.0001 per share and the Company’s outstanding Series B convertible redeemable preferred shares par value $0.0001 per share (collectively, the “Preferred Shares”) as described in the General Disclosure Package and the Final Prospectus and (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in B) the Registration Statementissuance and sale of the Firm Securities, the General Disclosure Package Company shall have an authorized and outstanding capital as set forth under the Prospectus)column of the Capitalization table labeled “As Adjusted”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Common Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company Company, including the Common Shares to be purchased by the Underwriters from the Selling Shareholders, have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent , the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Common Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Common Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationas then in effect; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Common Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Common Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding ordinary shares of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding ordinary shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration StatementGeneral Disclosure Package, the General Disclosure Package Registration Statement and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common stock ordinary shares of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common stock ordinary shares or any such convertible or exchangeable securities or obligations obligations, or (cC) obligations of the Company to issue or sell any shares of common stockordinary shares, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.

Offered Securities. The Offered Securities Securities, the Underlying Shares and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Initial Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities and the Underlying Shares will have been, validly issued, fully paid and nonassessable, and such Offered Securities and the Underlying Shares will conform to the information in the Initial Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities and the Underlying Shares contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive or similar rights with respect to the Offered SecuritiesSecurities or the Underlying Shares; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the . The Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of Underlying Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, in the case will not be subject to any security interest, other encumbrance or adverse claims. Upon payment of the Offered Securitiespurchase price in accordance with this Agreement on each Closing Date, with any requirements the Depositary or its nominee, as the registered holder of the NYSE; Underlying Shares, will be, subject to the Securities have been registered pursuant to Section 12(b) terms of the Exchange Act Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association and the Company has not received any notification that Underlying Shares may be freely deposited with the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing Depositary or its nominee against issuance of the Securities. Except ADSs as disclosed in contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsDeposit Agreement.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities, other limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the operating agreement or other organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock capital shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock capital shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockcapital shares, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock of the Company Company, including the Ordinary Shares to be sold by the Selling Shareholder, have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the . The Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Island securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands, the PRC or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company will, after giving effect to the Reorganization Transactions, have been duly authorized; the authorized equity capitalization of the Company is as set forth will, after giving effect to the Reorganization Transactions and the other transactions described in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuancesheading “Capitalization”, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)be as set forth under such heading; all outstanding shares of capital stock of the Company arewill, after giving effect to the Reorganization Transactions, be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options.. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any

Offered Securities. The Offered Securities and all other outstanding shares of common stock securities of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all material respects to the description of such Offered Securities contained thereinin the General Disclosure Package and the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common stock shares of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of the Company or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common stockthe Company, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, including under applicable Canadian securities laws, in each case other than the preliminary prospectus referred to in Section 2(a) hereof, the General Disclosure Package, the Final Prospectus and the Canadian Private Placement Memorandum.

Offered Securities. The Offered Securities and all outstanding shares At the Time of common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementClosing, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbeen duly created and authorized by the Fund. At the Time of Closing, the Offered Securities will have been duly created under the Trust Indenture and, upon the Fund having received the full purchase price therefor, be duly and validly issued, issued as fully paid and nonassessable, will conform non-assessable securities of the Fund entitled to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders benefits of the Company have no preemptive Trust Indenture. The Units issuable upon the exercise of the conversion rights with respect pursuant to the Offered Securities; none Securities will, upon their issuance in accordance with the terms of the outstanding shares of common stock Trust Indenture, be duly and validly issued as fully paid and non-assessable securities of the Company have been issued in violation Fund having the benefits of any preemptive or similar rights the Declaration of any security holder; the forms Trust. The attributes of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, andconform (or, in the case of any Prospectus Amendment, will, at the time of delivery thereof to the Underwriters, conform) in all material respects to the description thereof in the Offering Documents. The issuance of the Offered Securities is not subject to any pre-emptive right, right of first refusal or similar right. No person has any right to require the qualification for distribution or registration of any securities of the Fund or the filing of a prospectus, registration statement or similar document with respect thereto under any Applicable Law, in each case in connection with the offer and sale of the Offered Securities. Prior to the Time of Closing, with any requirements the form of the NYSE; certificates for the Offered Securities will have been registered pursuant to Section 12(b) approved by the Administrator and adopted by the Fund and will comply with all legal and stock exchange requirements and will not conflict with the Declaration of Trust or the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsTrust Indenture.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration StatementGeneral Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the Company’s common stock, par value $0.01 per share (the “Common Stock”), conforms to the description thereof in the General Disclosure Package and the Prospectus and to Final Prospectus; the description of such the Offered Securities contained thereinwill conform to the terms of the articles supplementary setting forth the rights and preferences of the Series B Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities All of the issued and all outstanding shares of common stock of the Company have been duly authorized and validly issued without violation of any preemptive right, resale right, right of first refusal or similar right and is fully paid and non-assessable; the Securities have been duly and validly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, column entitled “Actual” under the General Disclosure Package and the Prospectus)caption “Capitalization”; all outstanding shares of capital stock of the Company are, are and, when the Offered Securities have been delivered and paid for and issued in accordance with this Agreement on each the Closing Date, such Offered Securities will have been, been validly issued, fully paid and nonassessable, non-assessable and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; in the shareholders of Registration Statement, the Company have no preemptive rights with respect to General Disclosure Package and the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply Prospectus in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securitiesrespects. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities Prospectus under the heading “Major Shareholders and Related Party Transactions—Shareholders’ Agreements” or obligations “Memorandum and Articles of Association ―Preemptive or Similar Rights,” the shareholders of the Company convertible into or exchangeable for any common stock have no preemptive rights with respect to the Securities, and none of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations outstanding shares of the Company have been issued in violation of any preemptive, accretion or similar rights of any security holder. No options, warrants or other rights to purchase agreements or other obligations to issue or sell rights to convert any shares of common stock, any such convertible or exchangeable securities or obligations, ownership interests in the Company or any such warrantsof its subsidiaries are outstanding except for those issued under the Company Share Option Plans or as disclosed in the Registration Statement, rights the General Disclosure Package and the Prospectus under the heading “the Offering” or options“Prospectus Supplement Summary―Our Subsidiaries and Key Investees.”

Offered Securities. The Offered Securities and all outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; and the forms of certificates used to represent the Offered Securities will comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with Company and any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, and will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such shares of common stock stock, par value $0.001 per share, of the Company (the “Common Stock”), Series A Preferred Stock or Series B Preferred Stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stockCommon Stock, Series A Preferred Stock or Series B Preferred Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other issued and outstanding shares of common stock in the share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus and, upon (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans A) the automatic conversion of all of the Company’s outstanding shares as described in the Registration Statement, the General Disclosure Package and the Prospectus); all Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding shares capital as set forth under the columns of capital stock the Capitalization table labeled “Pro forma” and “Pro forma as adjusted”. All outstanding Ordinary Shares of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such the Offered Securities Shares will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities Shares contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered SecuritiesShares; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationas then in effect; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities or obligations restrictions on transfers of Ordinary Shares represented by the Offered Securities under the laws of the Cayman Islands or the United States, as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company convertible into with the Depositary or exchangeable for any common stock its nominee against issuance of the Company, (b) warrants, rights or options to subscribe for or purchase from Offered Securities as contemplated by the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsDeposit Agreement.

Offered Securities. The Offered Securities and all outstanding shares of common stock beneficial interest of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock beneficial interest of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, after giving effect to the Formation Transactions, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock beneficial interest or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stockbeneficial interest, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each the Closing Date, such Offered Securities Shares will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; . All the forms outstanding shares of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements capital stock of each Subsidiary have been duly authorized and with any applicable requirements of the Organizational Documents of the Companyvalidly issued, are fully paid and non-assessable and, except to the extent set forth in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are andowned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants. The Warrant Shares, when issued and delivered upon exercise of the Warrants and paid for in accordance therewith, will be no outstanding (a) securities or obligations validly issued, fully paid and nonassessable, and the issuance of the Company convertible into or exchangeable for Warrant Shares is not subject to any common stock of the Company, (b) warrantspreemptive rights, rights of first refusal or options other similar rights to subscribe for or purchase from the Warrant Shares. The Shares (including the Warrant Shares) and the Warrants, when issued, will conform to the description thereof set forth in or incorporated into the Disclosure Package and the Prospectus; (i) No Finder’s Fee. There are no contracts, agreements or understandings between the Company and any such common stock person that would give rise to a valid claim against the Company or any such convertible Underwriter for a brokerage commission, finder’s fee or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsother like payment in connection with this offering.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and, upon the issuance and sale of the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration StatementFirm Securities, the General Disclosure Package Company shall have an authorized and outstanding capital as set forth under the Prospectus)column of the Capitalization table labeled "As Adjusted"; all outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent , the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package as of the Applicable Time and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all outstanding shares of common stock other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock equity interests of the Company are, and, when and the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Offered Securities conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive or similar rights with respect to the Offered Securities; and none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents Documents”), of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such shares of common stock of the Company or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockstock of the Company, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and, upon the issuance and sale of the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration StatementFirm Securities, the General Disclosure Package Company shall have an authorized and outstanding capital as set forth under the Prospectus)column of the Capitalization table labeled “As Adjusted”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent , the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package as of the Applicable Time and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company and ▇▇▇▇ ▇▇ have been duly authorized; the authorized equity capitalization of the Company and ▇▇▇▇ ▇▇ is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company and ▇▇▇▇ ▇▇ are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Registration Statement, the General Disclosure Package and the Final Prospectus; the shareholders stockholders of the Company and ▇▇▇▇ ▇▇ have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company or ▇▇▇▇ ▇▇ have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements holder of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securitiesor ▇▇▇▇ ▇▇. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (ai) securities or obligations of the Company or ▇▇▇▇ ▇▇ convertible into or exchangeable for any common capital stock of the CompanyCompany or ▇▇▇▇ ▇▇, (bii) warrants, rights or options to subscribe for or purchase from the Company or ▇▇▇▇ ▇▇ any such common capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company or ▇▇▇▇ ▇▇ to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company and ▇▇▇▇ ▇▇ have not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities (including, for the avoidance of doubt, the securities being offered by the Selling Shareholders) and all outstanding shares of common stock Securities or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, the Newly Issued Securities when issued and delivered by the Offered Securities have been delivered Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms declaration of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements trust, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock shares of beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of beneficial interest or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockbeneficial interest, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company (including, without limitation, any Offered Securities to be sold by the Selling Stockholders pursuant hereto) are, and, when the Offered Securities to be issued and sold by the Company pursuant hereto have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; on the date the Initial Registration Statement was declared effective under the Act, all outstanding shares of restricted nonvoting common stock of the Company automatically converted (the “Conversion”) into duly authorized, validly issued, fully paid and nonassessable Securities in the amount and manner described in the General Disclosure Package; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, conform or will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Common Stock, including the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, each of the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities subscription rights, warrants, options, calls, convertible securities, commitments of sale or obligations of the Company rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for any common such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized and validly issued, (b) are fully paid and nonassessable and, except for liens under the Company’s Revolving Credit Agreement disclosed in each of the General Disclosure Package and Final Prospectus, are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, rights options, calls, convertible securities, commitments of sale or options instruments related to subscribe for or entitling any person to purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell otherwise acquire any shares of common stock, any such convertible or exchangeable securities or obligationsof, or any such warrantssecurity convertible into or exchangeable or exercisable for, rights the capital stock of, or optionsother ownership interest in any of the Subsidiaries.

Offered Securities. The Offered Securities and all other outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered subscribed, paid-up by way of a payment by the Underwriters or purchasers procured by the Underwriters, in cash of the total (gross) subscription price (i.e., share capital plus share premium) to the bank account of the Company (as evidenced on a bank extract of the Company), less any commissions paid to third parties or fees paid to third parties in respect of the issuance and paid for subscription of the Offered Securities, in accordance with (as the case may be) one or several payment direction letters, and issued under the authorized share capital of the Company in accordance with the articles of association of the Company (as existing from time to time), in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issuedissued in accordance with the articles of association of the Company (as existing from time to time), fully paid and nonassessable, nonassessable and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the existing shareholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities provided that (i) the Offered Securities are issued by the Board of Directors of the Company (the “Board”) (or a delegate thereof) within the framework and within the limits of the Company’s authorized share capital and (ii) the Board waives, suppresses or limits any preferential of pre-emptive subscription rights of the existing shareholders of the Company; and none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common stock shares of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common stockshares, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a) and (e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration StatementGeneral Disclosure Package and, upon (A) the automatic conversion of all of the Company's outstanding Series A preferred shares par value $0.001 per share (collectively, the "PREFERRED SHARES") as described in the General Disclosure Package as of the Applicable Time and the Prospectus Registration Statement and (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in B) the Registration Statementissuance and sale of the Firm Securities, the General Disclosure Package Company shall have an authorized and outstanding capital as set forth under the Prospectus)column of the Capitalization table labeled "As Adjusted"; all outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent , the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package as of the Applicable Time and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package and the Final Prospectus; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such warrants, rights or options or any such convertible or exchangeable securities or obligations. The Company has not, directly or indirectly, offered or sold any such warrants, rights of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or options.used any

Offered Securities. The When the Offered Securities are delivered and all outstanding shares of common stock paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, Underlying Shares or a combination thereof, at the Company’s election, in accordance with the terms of the Company Indenture; any Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorizedauthorized and reserved for issuance upon such conversion, conform to the information in the General Disclosure Package and to the description of such Underlying Shares contained in the Final Prospectus; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, and when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities issued upon conversion any Underlying Shares will have been, be validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities or any Underlying Shares, and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, each of the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities subscription rights, warrants, options, calls, convertible securities, commitments of sale or obligations of the Company rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for any common such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except for liens under the Company’s bank credit facility and secured notes disclosed in each of the General Disclosure Package and Final Prospectus (b) the “Credit Facility”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, rights options, calls, convertible securities, commitments of sale or options instruments related to subscribe for or entitling any person to purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell otherwise acquire any shares of common stock, any such convertible or exchangeable securities or obligationsof, or any such warrantssecurity convertible into or exchangeable or exercisable for, rights the capital stock of, or optionsother ownership interest in any of the Subsidiaries.

Offered Securities. The Offered Securities and all outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holdersecurityholder; the forms of certificates used to represent the Offered Securities Securities, if any, comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any common stock Common Stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such common stock Common Stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of common stockCommon Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms declaration of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the trust, bylaws or other organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock shares of beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of beneficial interest or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockbeneficial interest, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common stock share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the SecuritiesFinal Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding rights (a) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for or exercisable for, any common stock of the Company, (b) warrants, rights Ordinary Shares or options to subscribe for or purchase from other equity interest in the Company any such common stock or any such convertible of its subsidiaries or exchangeable securities variable interest entities, or obligations any contract, commitment, agreement, understanding or (c) obligations arrangement of any kind relating to the issuance of any Ordinary Shares or other equity interest in the Company to issue or sell any shares of common stockits subsidiaries or variable interest entities, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options. The Offered Securities to be sold by the Company and the Selling Shareholders, when issued and delivered against payment thereof, will be freely transferable by the Company and the Selling Shareholders to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package, there are no restrictions on subsequent transfers of such Offered Securities under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders no security holder of the Company have no has any preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company have has been issued in violation of any preemptive or similar rights right of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all U.S. federal, state and Cayman Islands securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands, the PRC or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all outstanding shares of common stock beneficial interest of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock beneficial interest of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents (as defined below) of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock beneficial interest or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stockbeneficial interest, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration StatementGeneral Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the Company’s common stock, par value $0.01 per share (the “Common Stock”), conforms to the description thereof in the General Disclosure Package and the Prospectus and to Final Prospectus; the description of such the Offered Securities contained thereinwill conform to the terms of the articles supplementary setting forth the rights and preferences of the Series A Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding shares of common stock share capital of the Company have been will be duly authorizedauthorized as of the Closing; the authorized equity capitalization of the Company is conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company Ordinary Shares are, andand will be, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, and upon issuance by the Depositary of the Offered Securities to be issued or sold by the Company and the deposit by the Company of the underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered Securities will have beenbe, on each Closing Date, validly issued, fully paid and nonassessable, nonassessable and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all material respects to the description of such Offered Securities or underlying Ordinary Shares, as the case may be, contained therein; in the shareholders Final Prospectus. Except as disclosed in the Registration Statement and the General Disclosure Package, the Shareholders of the Company have no preemptive pre-emptive rights with respect to the Offered Securities; Securities or the underlying Ordinary Shares and none of the outstanding shares of common stock of Offered Securities or the Company underlying Ordinary Shares have been or will be issued in violation of any preemptive pre-emptive right, resale right, right of first refusal or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package Package, the Offered Securities to be sold by the Company, when issued and delivered against payment therefor pursuant to this Agreement, and the Prospectusunderlying Ordinary Shares deposited by the Company with the Depositary in respect thereof, there are andwill not be subject to any security interest, other encumbrance or adverse claims. The Ordinary Shares underlying the Offered Securities to be sold by the Company may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the Offered Securities to be sold by the Company, when issued and delivered against payment therefore, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of freely transferable by the Company to issue or sell any shares for the account of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsthe several Underwriters.

Offered Securities. The Offered Securities Securities, the Manager Shares and all outstanding shares of common stock Securities, other limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are, and, when (A) the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date and (B) the Manager Shares when issued and delivered by the Company and paid for in accordance with the Share Purchase Agreement on the First Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities and the Manager Shares) conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the operating agreement or other organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock capital shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock capital shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockcapital shares, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company will, after giving effect to the Reorganization Transactions, have been duly authorized; the authorized equity capitalization of the Company is as set forth will, after giving effect to the Reorganization Transactions and the other transactions described in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuancesheading “Capitalization”, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)be as set forth under such heading; all outstanding shares of capital stock of the Company arewill, after giving effect to the Reorganization Transactions, be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof, the Final Prospectus, any Permitted Free Writing Prospectus and, in connection with the Directed Share Program, the enrollment materials prepared by the Designated Underwriter on behalf of the Company.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when (including the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, Securities) are validly issued, fully paid and nonassessable, will nonassessable and conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; . Except grants of stock options, stock awards, restricted stock, restricted stock units, or other equity awards and the forms issuance of certificates used shares of stock or securities convertible into or exercisable or exchangeable for shares of stock (whether upon the exercise of stock options or otherwise) to represent the Offered Securities comply in all material respects with all applicable statutory requirements Company’s employees, officers, and with any applicable requirements of directors pursuant to the Organizational Documents terms of the Company, and, ’s equity compensation plan in effect on the date hereof and described in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act Registration Statement and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(e) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information regarding the Offered Securities in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been validly waived or satisfied; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all outstanding Securities or other equity interests of the Company, including the shares of the Company’s common stock stock, $0.001 par value per share (the “Common Stock”), issuable upon conversion of the Company Offered Securities (the “Conversion Securities”), have been duly authorized; the authorized equity capitalization of the Company Company, including the Securities and the Common Stock, is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock equity interests of the Company are, andand (x) the Conversion Securities, when issued upon conversion of the Offered Securities have been in accordance with the terms of the Certificate of Designations, and (y) the Offered Securities, when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) and the Conversion Securities conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities and Conversion Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive or similar rights with respect to the Offered Securities or the Conversion Securities; and none of the outstanding shares of common stock of the Company Common Stock have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents Documents”), of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock of the CompanyCommon Stock, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock shares of Common Stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockCommon Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other than by the means of the preliminary prospectus supplement referred to in Section 2(a)(iv) hereof. The Company has reserved for future issuance a sufficient number of shares of Common Stock to be issued upon conversion of the Offered Securities.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders no security holder of the Company have no has any preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of common capital stock of the Company have has been issued in violation of any preemptive or similar rights right of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Class A Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, in the case of the Offered Securitieswill not be subject to any security interest, with any requirements of the NYSE; the Securities other encumbrance or adverse claims, and will not have been registered pursuant to Section 12(b) issued in violation of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationpreemptive right, resale right, right of first refusal or similar right; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Class A Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States or the PRC Laws and Regulations, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. (i) The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, nonassessable and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; . (ii) The Firm Warrants and the forms Optional Warrants have been duly authorized by the Company and, upon issuance against payment of certificates used to represent the Offered Securities comply applicable consideration set forth herein, will (i) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, (ii) conform in all material respects with all applicable statutory requirements and with any applicable requirements of to the Organizational Documents of the Company, and, description thereof contained in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and(iii) be issued in compliance with federal and state securities laws and (iv) be free of statutory and contractual preemptive rights, rights of first refusal and similar rights. (iii) The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Firm Warrants and the Optional Warrants, and when issued by the Company upon valid exercise of the Firm Warrants and the Optional Warrants and payment of the exercise prices therein, as the case may be, will be no outstanding (a) validly issued, fully paid and non-assessable, will conform in all material respects to the description thereof contained in the General Disclosure Package and Final Prospectus, will be issued in compliance with federal and state securities or obligations laws and will be free of the Company convertible into or exchangeable for any common stock of the Company, (b) warrantsstatutory and contractual preemptive rights, rights or options to subscribe for or purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsfirst refusal and similar rights.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; under the Second Amended and Restated Shareholders Agreement among the Company and the shareholders of party thereto, the Company have no preemptive has granted such shareholders certain pre-emptive rights with respect to issuances of Securities other than the Offered SecuritiesSecurities and all such pre-emptive rights shall terminate on the closing of the transaction contemplated hereby; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements to be issued and with any applicable requirements of the Organizational Documents of sold by the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered when issued and delivered against payment pursuant to Section 12(b) this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and were not issued in violation of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationpreemptive right, resale right, right of first refusal or similar right; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and as of the ProspectusApplicable Time, there are and, will be no outstanding (a) securities or obligations restrictions on transfers of the Company convertible into or exchangeable for any common stock Offered Securities under the laws of the CompanyCayman Islands or the United States, (b) warrants, rights or options to subscribe for or purchase from as the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionscase may be.

Offered Securities. The Offered Securities and all other outstanding shares of common stock share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding common shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSEFinal Prospectus; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding rights (a) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any common stock shares or other equity interest in the Company or any of the CompanyControlled Entities, (b) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any common shares of the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stockControlled Entity, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options; the Offered Shares to be sold by the Company, when issued and delivered against payment thereof, may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the General Disclosure Package, there are no restrictions on subsequent transfers of such ADSs under the laws of the Cayman Islands, the PRC or the United States.

Offered Securities. The Offered Securities and all other issued and outstanding shares of common stock share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in as of the Registration Statement, the General Disclosure Package and the Prospectus)date thereof; all issued and outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, the ordinary shares represented by such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the SecuritiesProspectus. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are and, will be no outstanding rights (a) securities including, without limitation, preemptive rights, resale rights, rights of first refusal or obligations of the Company similar rights), warrants or options to acquire, or instruments convertible into or exchangeable for or exercisable for, any common stock of the Company, (b) warrants, rights Ordinary Shares or options to subscribe for or purchase from other equity interest in the Company any such common stock or any such convertible of its subsidiaries or exchangeable securities VIEs, or obligations any contract, commitment, agreement, understanding or (c) obligations arrangement of any kind relating to the issuance of any Ordinary Shares or other equity interest in the Company to issue or sell any shares of common stockits subsidiaries or VIEs, any such convertible or exchangeable securities or obligationsany such rights, warrants or options, which in each case are enforceable against the Company or any of its subsidiaries or VIEs. The Offered Securities to be sold by the Company, when issued and delivered against payment thereof, will be freely transferable by the Company to or for the account of the Underwriters; and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no restrictions on subsequent transfers of such Offered Securities under the laws of the Cayman Islands, the PRC by non-PRC resident holders, or any such warrants, rights or optionsthe United States.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company Company, have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through any Preliminary Prospectus, the Final Prospectus or any Permitted Free Writing Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration Statement, General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the Common Stock conforms to the description thereof in the General Disclosure Package and the Prospectus and to Final Prospectus; the description of such the Offered Securities contained thereinwill conform to the terms of the articles supplementary setting forth the rights and preferences of the Series C Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities Securities, the Class A Ordinary Shares represented thereby, the Ordinary Shares and all other issued and outstanding shares of common stock in the share capital of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus and, upon (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans A) the conversion and re-designation of all of the Company’s issued and outstanding preferred shares into ordinary shares as described in the Registration Statement, the General Disclosure Package and the Prospectus); all Final Prospectus and (B) the issuance and sale of the Firm Securities, the Company shall have an authorized and outstanding capital as set forth under the columns of the Capitalization table included in the Registration Statement, the General Disclosure Package and the Final Prospectus labeled “Pro forma” and “Pro forma as adjusted.” All issued and outstanding shares of in the share capital stock of the Company are, and, when the Offered Securities have been delivered and the underlying Class A Ordinary Shares have been allotted and issued and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus Final Prospectus; there are (A) no outstanding securities issued by the Company (other than the preferred shares described in the Registration Statement, the General Disclosure Package and the Final Prospectus, which shall automatically convert into Class A Ordinary Shares immediately prior to the description completion of such the offering of the Offered Securities contained thereinas described in the Registration Statement, the General Disclosure Package and the Final Prospectus) convertible into or exchangeable for, or rights, warrants or options to acquire from the Company, or obligations of the Company to issue, Class A Ordinary Shares or any of the share capital of the Company, and (B) no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Controlled Entities; the shareholders of the Company have no preemptive pre-emptive rights with respect to the Offered SecuritiesSecurities or Class A Ordinary Shares represented thereby; none of the outstanding shares of common stock in the share capital of the Company have been issued in violation of any preemptive pre-emptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of Class A Ordinary Shares represented thereby to be sold by the Company, andwhen issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will be issued in compliance with all federal and state securities laws and will not be issued in violation of any pre-emptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Class A Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationas then in effect; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities or obligations restrictions on transfers of the Company convertible into Offered Securities or exchangeable for any common stock the Class A Ordinary Shares represented thereby under the laws of the Company, (b) warrants, rights Cayman Islands or options to subscribe for or purchase from the United States; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, each of the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities subscription rights, warrants, options, calls, convertible securities, commitments of sale or obligations of the Company rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable or exercisable for, the capital stock of, or other ownership interest in, the Company, except for any common such options or rights as may have been granted by the Company to employees, directors or consultants pursuant to its stock option or stock purchase plans. The outstanding shares of capital stock of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except for liens under the Company’s bank credit facility and secured notes disclosed in each of the General Disclosure Package and Final Prospectus (b) the “Credit Facility”), are owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, rights options, calls, convertible securities, commitments of sale or options instruments related to subscribe for or entitling any person to purchase from the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell otherwise acquire any shares of common stock, any such convertible or exchangeable securities or obligationsof, or any such warrantssecurity convertible into or exchangeable or exercisable for, rights the capital stock of, or optionsother ownership interest in any of the Subsidiaries.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessablenon-assessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the . The Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and not issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationCompany; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package as of the Applicable Time and subject to the Prospectusterms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities restrictions on transfers of Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any common stock of the CompanyUnited States, (b) warrants, rights or options to subscribe for or purchase from as the case may be; the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such common stock with the Depositary or any such convertible or exchangeable securities or obligations or (c) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsOffered Securities as contemplated by the Deposit Agreement.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each the Closing Date, such Offered Securities will have been, been validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)caption “Capitalization”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information description of the Common Stock contained in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinFinal Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the issuance of the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof, the General Disclosure Package and the Final Prospectus and, in connection with the Directed Share Program described in Section 4, the enrollment materials prepared by the Designated Underwriter (as defined in Section 4) on behalf of the Company.

Offered Securities. The Offered Securities and all outstanding shares of common capital stock of the Company have been duly authorizedauthorized by the Company; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the implementation of the capital increase with respect to the Shares has been registered with the Commercial Register at the local court, and the Offered Securities have been delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities the Shares will have been, validly issued, fully paid and nonassessable, will be freely transferable under the Company’s articles of association and under applicable German law, will have equal rights and be fully fungible with the outstanding shares of capital stock of the Company and the Offered Securities will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder of the forms Company. The Company has not made any prohibited repayments within the meaning of certificates Section 57 AktG or has otherwise acted in violation of Section 57 AktG. The authorized capital used to represent for the issuance of the Offered Securities comply in all material respects with all applicable statutory requirements (the “Authorized Capital”) has been duly and with any applicable requirements of validly resolved by the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(bannual shareholders’ meeting (Hauptversammlung) of the Exchange Act Company on May 14, 2021 and validly registered with the Company has not received any notification that Commercial Register. There is no litigation pending to contest the Commission is contemplating terminating such registration; and shareholders’ resolution on the Company has not received any notification that the NYSE is contemplating terminating the listing Authorized Capital (Anfechtungs- oder Nichtigkeitsklagen) or prevent a capital increase out of the SecuritiesAuthorized Capital (Unterlassungs- oder Feststellungsklage). Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any “offer” (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all outstanding shares of common stock Securities, other limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder; holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the formation, operating agreement or other similar organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any common stock capital shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such common stock capital shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of common stockcapital shares, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of common capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package and the Final Prospectus; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of common capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any common capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such common capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of common capital stock, any such warrants, rights or options or any such convertible or exchangeable securities or obligations. The Company has not, directly or indirectly, offered or sold any such warrantsof the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, rights or optionsin each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of common stock of the Company have been duly authorized; the authorized equity capitalization share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuancesand, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in upon the Registration Statementissuance and sale of the Firm Securities, the General Disclosure Package Company shall have an authorized and outstanding share capital as set forth under the Prospectus); all columns of the Capitalization table labeled “As Adjusted”. All outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been delivered and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights or have waived such rights with respect to the Offered Securities; none of the outstanding shares of common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of underlying Ordinary Shares to be sold by the Company, andwhen issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and will not be issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the case purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, with any requirements will be, subject to the terms of the NYSE; Deposit Agreement, entitled to all the Securities have been registered pursuant to Section 12(b) rights of a shareholder conferred by the Memorandum and Articles of Association of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationas then in effect; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are and, will be no outstanding (a) securities or obligations restrictions on transfers of Ordinary Shares under the laws of the Cayman Islands or the United States, as the case may be; and the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company convertible into with the Depositary or exchangeable for any common stock its nominee against issuance of the Company, (b) warrants, rights or options to subscribe for or purchase from Offered Securities as contemplated by the Company any such common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of common stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or optionsDeposit Agreement.