Common use of Offered Securities Clause in Contracts

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital 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 PackagePackage 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 are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, 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 Firm Securities and Optional Offered Securities contained in the Final Prospectustherein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital 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 (a) securities or obligations of the Company convertible into or exchangeable for any capital common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital common stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage 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 are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, 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 Firm Securities and Optional Offered Securities contained in the Final Prospectustherein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital 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, 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 Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock Common Stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital 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 capital stock, partnership interests or membership interests, as applicableCommon Stock, any such convertible or exchangeable securities or obligationobligations, 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 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 General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and Package, including in connection with the Final ProspectusContributions, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, 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 Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(i)(d) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of 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 General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company are will be, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 Securities or other outstanding shares of capital stock equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock Securities or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the certificate of incorporation, bylaws or other organizational documents, each as amended as of the date hereof (collectively “Organizational Documents”), of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital 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 capital common stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andare, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; all outstanding shares of capital stock of the Company are have been, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 outstanding Securities, other outstanding shares of capital stock 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 General Disclosure Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the operating agreement or other organizational documents (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock 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 capital stock, partnership interests or membership interests, as applicableshares, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information description in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 other outstanding shares of 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been validly issued, fully paid, paid and nonassessable, nonassessable and will conform in all material respects to the information regarding the Offered Securities in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(v) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information regarding the Offered Securities in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities Securities or obligation, 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 capital stock of the Company have been duly authorized; , (ii) the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; , (iii) all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will nonassessable and conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; , (iv) the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and (v) none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except for options to purchase Securities as disclosed described in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage under the caption “Description of Capital Stock” in the Basic Prospectus; all outstanding shares of capital stock of the Company Company, including the Offered Securities, are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform in all material respects to the information description of the Common Stock contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the sale of the Offered SecuritiesSecurities that have not been complied with or validly waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 Pricing Prospectus, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations obligations, or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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) 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)(i) hereof or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessablenon-assessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed set forth in the General Disclosure Package and the Final ProspectusRegistration Statement, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; all outstanding shares of capital stock of the Company are have been, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; , (ii) the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; , (iii) all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, nonassessable and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; , (iv) the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and (v) none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except for options to purchase Securities as disclosed described in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 As of the First Closing Date, the Offered Securities and all other outstanding shares of capital stock of the Company will have been converted, if applicable, and duly authorized, validly issued, fully paid and nonassessable and will conform to the descriptions thereof in the General Disclosure Package and the Final Prospectus in all material respects; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. As of the applicable Optional Closing Date, all Optional Securities to be sold on such Closing Date will have been duly and validly converted into Securities from shares of Class B common stock. 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 outstanding Securities or other outstanding shares of capital stock equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock Securities or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the declaration of trust, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital 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 capital stock, partnership interests or membership interests, as applicablebeneficial interest, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorizedauthorized and validly issued, and are fully paid and non-assessable; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus under the caption "Description of Capital Stock"; 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 Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 All outstanding shares of 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are andCompany, when including the Firm Securities Offered Securities, have been delivered and paid for in accordance with this Agreement on the First Closing Date andfor, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, are fully paid, paid and nonassessable, will nonassessable and conform to the information description thereof in the Registration Statement, the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have 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 Company, including the Offered Securities, have been issued in violation of any preemptive or similar rights of any security holder. No holder of Offered Securities will be subject to personal liability by reason of being such a holder. The certificates, if any, to be used to evidence the Offered Securities are in due and proper form and comply in all material respects with all applicable legal requirements, the charter and by-laws of the Company and the requirements of the New York Stock Exchange. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in or contemplated by the General Disclosure Package and Package, as of the Final Prospectusdates indicated therein, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 or any Permitted Free Writing Prospectus referred to in section 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackageRegistration Statement, the Statutory Prospectus and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, nonassessable and will conform in all material respects to the information in the General Disclosure Package Statutory Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holdersecurityholder of the Company. Except as disclosed in the General Disclosure Package Registration Statement, the Statutory Prospectus and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 General Disclosure PackagePackage and Final Prospectus; all outstanding shares of capital stock of the Company are andCompany, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. All of the 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, will be owned free and clear of any liens, incumbencies or claims. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage under the caption “Capitalization”; all outstanding shares of capital stock of the Company Company, including the Offered Securities, are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform in all material respects to the information description of the Common Stock contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the sale of the Offered SecuritiesSecurities that have not been complied with or validly waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; all outstanding shares of capital stock of the Company are have been, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will nonassessable and conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been waived or satisfied; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except ; and except as disclosed described in or expressly contemplated by the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities rights, warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any share capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicablesubsidiary, any such convertible or exchangeable securities or obligation, or any such warrantsrights, rights warrants 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 General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information description thereof contained in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and Package, as of the Final Prospectusdates indicated therein, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities capital stock contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company Company, have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; all outstanding shares of capital stock of the Company are have been, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such 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 capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information description of such Offered Securities contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities except as have been duly, validly and irrevocably waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 When the Offered Securities are delivered and all other outstanding shares of capital stock paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, the Underlying Shares of the Company or a combination thereof in accordance with the terms of the Indenture; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities (including any Underlying Shares to be issued upon conversion of the Offered Securities in connection with a make-whole adjustment event or through operation of any incremental share factor), assuming the Company elects to issue and deliver solely shares of Common Stock in respect of all such conversions, 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 General Disclosure Package; all outstanding shares of capital stock of the Company are andare, and when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities issued upon conversion any Underlying Shares will be validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorizedauthorized and validly issued, and are fully paid and non-assessable; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus under the caption “Description of Capital Stock”; 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 Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 General Disclosure PackagePackage and the Final Prospectus; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company are will be, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of share 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are Ordinary Shares are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, 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 Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are 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 capital 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 capital 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 capital stock, partnership interests its subsidiaries or membership interests, as applicablevariable interest entities, any such convertible or exchangeable securities or obligation, or any such warrantsrights, rights warrants or options. 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 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 issued and outstanding shares of share capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; all issued and outstanding shares of capital stock of the Company are Ordinary Shares are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, the Class A ordinary shares represented by such Firm Securities and Optional Offered Securities will be be, validly issued, fully paidpaid and non-assessable, and nonassessable, will conform to the information in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Prospectus, there are 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 capital 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 capital 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 capital stock, partnership interests its subsidiaries or membership interests, as applicablevariable interest entities, any such convertible or exchangeable securities or obligationany such rights, warrants or options, which in each case are enforceable against the Company or any of its subsidiaries or variable interest entities. 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 warrantsOffered Securities under the laws of the Cayman Islands, rights the PRC or optionsthe United States.

Offered Securities. The Offered Securities and all other outstanding shares of 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 General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the 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 Final Prospectus; the description of the Offered Securities will 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of share 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 PackagePackage and the Final Prospectus; all outstanding ordinary shares of capital stock of the Company are are, and, when the Firm Offered Securities have been issued, delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be validly authorized and issued, fully paidpaid and non-assessable, and nonassessable, will conform to the information in the General Disclosure Package and all respects to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in Registration Statement, the General Disclosure Package and the Final Prospectus; except as disclosed in the General Disclosure Package, there are 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 capital 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 capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicableControlled Entity, any such convertible or exchangeable securities or obligation, 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 Registration Statement, the General Disclosure Package or the Final Prospectus, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; and when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are andCompany, when including the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date andbeen, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have has been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options, other than stock options or restricted stock units that have been issued pursuant to the Company’s 2020 Omnibus Equity Compensation Plan subsequent to the date as of which such information is provided in the Registration Statement, the General Disclosure Package or the Prospectus. Except with respect to their initial issuance by the Company to the Selling Stockholders, 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 General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other All outstanding shares of capital stock of the Company have been duly authorized; , validly issued, fully paid and nonassessable, and conform to the authorized equity capitalization of the Company is as set forth information in the General Disclosure Package; all outstanding shares Package and to the description of capital stock of contained in the Company are and, when Final Prospectus in all material respects; at the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities the Redemption Shares will be have been duly authorized, validly issued, fully paid, paid and nonassessable, non-assessable and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities capital stock contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(i)(d) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage under the caption “Capitalization”; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information description of the Common Stock contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; all outstanding shares of capital stock of the Company are have been, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. 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 no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package and the Final Prospectus; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and the Final Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests any such warrants, rights or membership interests, as applicable, options or any such convertible or exchangeable securities or obligationobligations. 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 share 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are Ordinary Shares are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, 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 Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are 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 capital 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 capital 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 capital stock, partnership interests its subsidiaries or membership interests, as applicablevariable interest entities, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company Company, including the Offered Securities, are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information in the General Disclosure Package and the Offered Securities will conform to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been waived or satisfied; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of 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 General Disclosure PackagePackage under the heading “Capitalization”, be as set forth under such heading; all outstanding shares of capital stock of the Company are will, after giving effect to the Reorganization Transactions, be, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 issued and outstanding shares of share capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus; all issued and outstanding shares of capital stock of the Company are Ordinary Shares are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, the Ordinary Shares represented by such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Prospectus, there are 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 capital 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 capital 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 capital stock, partnership interests its subsidiaries or membership interests, as applicablevariable interest entities, any such convertible or exchangeable securities or obligationany such rights, warrants or options, which in each case are enforceable against the Company or any of its subsidiaries or variable interest entities. 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 warrantsOffered Securities under the laws of the Cayman Islands, rights the PRC or optionsthe United States.

Offered Securities. The Offered Securities and all outstanding Securities, other outstanding shares of capital stock 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 General Disclosure Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the operating agreement or other organizational documents (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock 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 capital stock, partnership interests or membership interests, as applicableshares, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information description of such Offered Securities contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities except as have been duly, validly and irrevocably waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and except for options issued in the Final Prospectusordinary course of business pursuant to the Company’s incentive compensation plans, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information description thereof contained in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 Statutory Prospectus referred to in Section 2 hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, and other than those securities granted or issued under the Company’s omnibus incentive plan since September 30, 2013, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 base prospectus referred to in Section 2(i)(e) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package and the Final Prospectus; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and the Final Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests any such warrants, rights or membership interests, as applicable, options or any such convertible or exchangeable securities or obligationobligations. 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 Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 At the Time of Closing, the Offered Securities and all other outstanding shares of capital stock of the Company will have been duly authorized; created and authorized by the authorized equity capitalization Corporation. At the Time of Closing, the Offered Securities will have been duly created under the Trust Indenture and, upon the Corporation having received the full purchase price therefor, be duly and validly issued as fully paid and non-assessable securities of the Company is as set forth in Corporation entitled to the General Disclosure Package; all outstanding shares of capital stock benefits of the Company are andTrust Indenture. The Common Shares issuable upon the exercise of the conversion rights pursuant to the Offered Securities will, when the Firm Securities have been delivered and paid for upon their issuance in accordance with this Agreement on the First Closing Date andterms of the Trust Indenture, if applicablebe duly and validly issued as fully paid and non-assessable securities of the Corporation. The attributes of the Offered Securities conform (or, in the Optional Securities have been delivered and paid for in accordance with this Agreement on case of any Prospectus Amendment, will, at the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform time of delivery thereof to the information Underwriters, conform) in the General Disclosure Package and all material respects to the description of such Firm Securities and Optional Securities contained thereof in the Final Prospectus; Offering Documents. Neither the shareholders issuance of the Company have no preemptive rights Offered Securities nor the grant of the Over-Allotment Option is 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 Corporation or the filing of a prospectus, registration statement or similar document with respect to thereto under any Applicable Law, in each case in connection with the offer and sale of the Offered Securities; and none . Prior to the Time of Closing, the form of the outstanding shares of capital certificates for the Offered Securities will have been approved and adopted by the Corporation and will comply with all legal and stock exchange requirements and will not conflict with the articles or by-laws of the Company have been issued in violation of any preemptive Corporation or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or optionsTrust Indenture.

Offered Securities. The Offered Securities and all other issued and outstanding shares of share 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 PackagePackage and the Final Prospectus; all issued and outstanding ordinary shares of capital stock of the Company are are, and, when the Firm Offered Securities have been issued, delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be validly authorized and issued, fully paidpaid and non-assessable, and nonassessable, will conform in all respects to the information description of such Offered Securities contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; except as disclosed in the shareholders Registration Statement, General Disclosure Package, and the Final Prospectus, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any ordinary shares or other equity interest in the Company or any of the Controlled Entities, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any ordinary shares of the Company have no preemptive rights or any such Controlled Entity, any such convertible or exchangeable securities or any such rights, warrants or options; the Offered Shares, when issued and delivered against payment thereof, may be freely deposited by the Company with respect to the Depositary against issuance of the Offered Securities; the ADSs to be sold by the Company, when issued and none delivered against payment thereof, will be freely transferable by the Company to or for the account of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except Underwriters; and except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations restrictions on subsequent transfers of such ADSs under the laws of the Company convertible into Cayman Islands, the PRC or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or optionsUnited States.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and the Final Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 hereof or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information regarding the Offered Securities in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 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 General Disclosure PackagePackage under the heading “Capitalization”, be as set forth under such heading; all outstanding shares of capital stock of the Company are will, after giving effect to the Reorganization Transactions, be, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, nonassessable and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional the Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and Package, as of the Final Prospectusdates indicated therein, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General 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 Final Prospectus; the description of the Offered Securities will 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of share 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 PackagePackage and the Final Prospectus; all outstanding common shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, 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 Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are 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 capital stock common 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 capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicableControlled Entity, any such convertible or exchangeable securities or obligation, 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 share capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackageRegistration Statement, the Time of Sale Prospectus and the Prospectus as of the date thereof; all issued and outstanding shares of capital stock of the Company are Ordinary Shares are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, the ordinary shares represented by such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Prospectus, there are 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 capital 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 capital 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 capital stock, partnership interests its subsidiaries or membership interests, as applicableVIEs, any such convertible or exchangeable securities or obligationany 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 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company; the Offered Securities will be registered pursuant to Section 12(b) of the Exchange Act upon issuance; and the Company has 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 or listing. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 Manager Shares and all outstanding Securities, other outstanding shares of capital stock 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 General Disclosure Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are are, and, (A) the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date and, if applicable, and (B) the Optional Securities have been Manager Shares when issued and delivered by the Company and paid for in accordance with this the Share Purchase Agreement on the applicable First Closing Date, such Firm Securities and Optional Securities will be be, validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities and the Manager Shares) conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the operating agreement or other organizational documents (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock 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 capital stock, partnership interests or membership interests, as applicableshares, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, 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(i) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, and except with respect to the issuance of options to purchase an aggregate of 48,566 shares of the Company’s common stock to non-employee directors on June 3, 2014, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company (including the Offered Securities) are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will nonassessable and conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 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 issuance of 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 the Company’s employees, officers, and directors pursuant to the terms of the Company’s equity compensation plan in effect on the date hereof and described in the Registration Statement and as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital 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 PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information description of such Offered Securities contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital 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 capital stock, partnership interests or membership interests, as applicablethe Company, any such convertible or exchangeable securities or obligation, 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 (including, for the avoidance of doubt, the securities being offered by the Selling Shareholders) and all outstanding Securities or other outstanding shares of capital stock equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock Securities or other equity interests of the Company are are, and, the Newly Issued Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the declaration of trust, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of beneficial interest of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital 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 capital stock, partnership interests or membership interests, as applicablebeneficial interest, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are (including, without limitation, any Offered Securities to be sold by the Selling Stockholders pursuant hereto) are, and, when the Firm Offered Securities to be issued and sold by the Company pursuant hereto have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; on the shareholders 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 stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 All outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities capital stock contained in the Final ProspectusProspectus in all material respects; at the Closing Date, the Redemption Shares will have been duly authorized, validly issued, fully paid and non-assessable and will conform to the information in the General Disclosure Package and to the description of capital stock contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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(i)(e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such 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 capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; except as disclosed in the shareholders Registration Statement and the General Disclosure Package, the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on 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 Firm Securities and Optional Offered Securities will be have been validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 capital stock of the Company Company, have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; all outstanding shares of capital stock of the Company are have been, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be be, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus 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 capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, 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 Securities or other outstanding shares of capital stock equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock Securities or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in 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 capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the certificate of incorporation, bylaws or other organizational documents, each as amended as of the date hereof, (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital 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 capital common stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, 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.