Common use of Offered Securities Clause in Contracts

Offered Securities. The Offered Securities and all outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Prospectus, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and Package, including in connection with the ProspectusContributions, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin Section 2(a)(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the 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 will be as set forth in the General Disclosure Package and the Final Prospectus under the heading “Capitalization”; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company arewill be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions 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’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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform conform, in all material respects, to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(e) hereof, 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 rightsFinal Prospectus.

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

Offered Securities. The When the Offered Securities are delivered and all outstanding paid for in accordance with this Agreement on the Closing Date and any Additional Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities, including the maximum number of additional shares of capital stock Common Stock by which the Conversion Rate (as such term is defined in the Indenture) may be increased upon conversion in connection with a Make-Whole Fundamental Change or Optional Redemption (as each such term is defined in the Indenture) and assuming (x) a single holder of Offered Securities converted all of the Offered Securities, (y) the Company elects, upon such conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full (the “Conversion Shares”), have been duly authorizedauthorized and reserved for issuance upon such conversion, and when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Circular; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, and when the Underlying Shares have been issued upon conversion of the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Datethe terms of the Indenture and the Offered Securities, such Offered Securities the Underlying Shares will have beenbe, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinnon-assessable; the shareholders stockholders of the Company have no preemptive rights with respect to the issuance by the Company of the Offered Securities; Securities or the Underlying Shares, and none of the outstanding shares of Common Stock capital stock of the Company have been issued by the Company in violation of any preemptive or similar rights of any securityholder; 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 Prospectus, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The 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 rightssecurity holder.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than through the Registration StatementPreliminary Prospectus, the General Disclosure Package Final Prospectus and the any Permitted Free Writing Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights(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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than through the Registration StatementPreliminary Prospectus, the General Disclosure Package Final Prospectus 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 rightsany 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, been validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than through the Registration StatementPreliminary Prospectus, the General Disclosure Package Final Prospectus and the any Permitted Free Writing Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights(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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(a) hereof, 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, are validly issued, fully paid and nonassessable, will nonassessable and conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been waived or satisfied; none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholdersecurity holder; the forms of certificates used to represent the Offered Securities, if any, comply and except as described 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, or expressly contemplated by the General Disclosure Package and the Final Prospectus, there are no outstanding (i) securities rights, warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any Common Stock share capital 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, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stocksubsidiary, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(a)(v) hereof, 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin Section 2(f) hereof.

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

Offered Securities. The Offered Securities and all other outstanding shares of share capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly authorized and issued, fully paid and nonassessablenon-assessable, will and conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all respects to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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; except as disclosed in the General Disclosure Package, there are no outstanding rights (i) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any Common Stock ordinary shares or other equity interest in the Company or any of the CompanyControlled Entities, (ii) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any ordinary shares of the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common StockControlled Entity, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options. The descriptions ; 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’s stock option, stock bonus when issued and other stock plans delivered against payment thereof, will be freely transferable by the Company to or arrangements, for the account of the Underwriters; and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus accurately and fairly presents in all material respects subject to the information required to be shown with respect to terms and provisions of the Deposit Agreement, there are no restrictions on subsequent transfers of such plansADSs under the laws of the Cayman Islands, arrangements, options and rightsthe 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, nonassessable and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Statutory Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 securityholder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 Statutory Prospectus and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than the Registration StatementPreliminary Prospectus, the General Disclosure Package Statutory Prospectus 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information regarding the Offered Securities in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities Securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package 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 accurately and fairly presents referred to in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsSection 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package 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 accurately and fairly presents referred to in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsSection 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and Package, as of the Prospectusdates indicated therein, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, been validly issued, fully paid and nonassessable, nonassessable and will conform in all material respects to the information regarding the Offered Securities in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(v) hereof, 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all outstanding shares of capital stock Securities or other equity interests of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock Securities of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder arising by operation of law, under the forms declaration of certificates used to represent the Offered Securitiestrust, if anybylaws or other organizational documents, comply in all material respects with all applicable statutory requirements and with any applicable requirements each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; 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 except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock shares of beneficial interest of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock shares of beneficial interest or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (iiid) obligations of the Company to issue or sell any shares of Common Stockbeneficial interest, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans Offered Securities by means of any “prospectus” or arrangements, made any offer (within the meaning of the Act and the options Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other rights granted thereunder, set forth than by the means of the preliminary prospectus referred to 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 rightsSection 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations obligations, or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration Statement, the General Disclosure Package and the Section 2(e)(i) hereof or any Permitted Free Writing Prospectus accurately and fairly presents referred to in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsSection 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, or contemplated by the General Disclosure Package and Package, as of the Prospectusdates indicated therein, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package 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 accurately and fairly presents referred to in all material respects the information required to be shown with respect to such plans, arrangements, options and rightssection 6.

Offered Securities. The Offered Securities and all outstanding shares of capital stock Securities, other limited liability company interests or other equity interests of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock Securities of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder arising by operation of law, under 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 operating agreement or other organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; 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 except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital shares of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (iiid) obligations of the Company to issue or sell any shares of Common Stockcapital shares, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities capital stock contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(d) hereof, 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described caption “Description of Capital Stock” in the Registration Statement, the General Disclosure Package and the Basic Prospectus); all outstanding shares of capital stock of the Company areCompany, and, when including the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing DateSecurities, such Offered Securities will have been, are validly issued, fully paid and nonassessable, will and conform in all material respects to the information description of the Common Stock contained in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinFinal Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the sale of the Offered SecuritiesSecurities that have not been complied with or validly waived; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than the Registration StatementPricing Prospectus, 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 rightsFinal Prospectus.

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

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

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

Offered Securities. The Offered Securities (including, for the avoidance of doubt, the securities being offered by the Selling Shareholders) and all outstanding shares of capital stock Securities or other equity interests of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, the Newly Issued Securities when issued and delivered by the Offered Securities have been delivered Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock Securities of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder arising by operation of law, under the forms declaration of certificates used to represent the Offered Securitiestrust, if anybylaws or other organizational documents, comply in all material respects with all applicable statutory requirements and with any applicable requirements each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; 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 except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock shares of beneficial interest of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock shares of beneficial interest or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (iiid) obligations of the Company to issue or sell any shares of Common Stockbeneficial interest, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans Offered Securities by means of any “prospectus” or arrangements, made any offer (within the meaning of the Act and the options Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other rights granted thereunder, set forth than by the means of the preliminary prospectus referred to 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 rightsSection 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company (including, without limitation, any Offered Securities to be sold by the Selling Stockholders pursuant hereto) are, and, when the Offered Securities to be issued and sold by the Company pursuant hereto have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; on the date the Initial Registration Statement was declared effective under the Act, all outstanding shares of restricted nonvoting common stock of the Company automatically converted (the “Conversion”) into duly authorized, validly issued, fully paid and nonassessable Securities in the amount and manner described in the General Disclosure Package; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in the Registration Statement, than 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all outstanding shares At the Time of capital stock of the Company have been duly authorized; the authorized, issued and outstanding equity capitalization of the Company is as set forth in the Registration StatementClosing, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbeen duly created and authorized by the 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, issued as fully paid and nonassessable, will conform non-assessable securities of the Corporation entitled to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders benefits of the Company have no preemptive Trust Indenture. The Common Shares issuable upon the exercise of the conversion rights with respect pursuant to the Offered Securities; none Securities will, upon their issuance in accordance with the terms of the outstanding shares of Common Stock Trust Indenture, be duly and validly issued as fully paid and non-assessable securities of the Company have been issued in violation Corporation. The attributes of any preemptive or similar rights of any securityholder; 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, andSecurities conform (or, in the case of any Prospectus Amendment, will, at the Offered Securities, with any requirements time 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; delivery thereof to the Company’s knowledgeUnderwriters, it is in compliance with all applicable listing requirements of the NYSE, and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no outstanding (iconform) securities or obligations of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The 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 to the information required description thereof in the Offering Documents. Neither the issuance of the Offered Securities nor the grant of the Over-Allotment Option is subject to be shown 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 thereto under any Applicable Law, in each case in connection with the offer and sale of the Offered Securities. Prior to such plansthe Time of Closing, arrangements, options the form of the certificates for the Offered Securities will have been approved and rightsadopted 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 Corporation or the Trust 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all issued and outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly authorized and issued, fully paid and nonassessablenon-assessable, will and conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all respects to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 General Disclosure Package and the Company has not received any notification that the Commission is contemplating terminating such registrationFinal Prospectus; 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 except as disclosed in the Registration Statement, the General Disclosure Package Package, and the Final Prospectus, there are no outstanding rights (i) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any Common Stock ordinary shares or other equity interest in the Company or any of the CompanyControlled Entities, (ii) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any ordinary shares of the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common StockControlled Entity, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options. The descriptions ; 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’s stock option, stock bonus when issued and other stock plans delivered against payment thereof, will be freely transferable by the Company to or arrangements, for the account of the Underwriters; and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly presents in all material respects Final Prospectus, there are no restrictions on subsequent transfers of such ADSs under the information required to be shown with respect to such planslaws of the Cayman Islands, arrangements, options and rightsthe PRC or the United States.

Offered Securities. The Offered Securities Securities, the Ordinary Shares and all other outstanding shares of share capital stock of the Company have been will be duly authorizedauthorized as of the Closing; the authorized, issued and outstanding authorized equity capitalization of the Company is conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company Ordinary Shares are, andand will be, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, and upon issuance by the Depositary of the Offered Securities to be issued or sold by the Company and the deposit by the Company of the underlying Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such Offered Securities will have beenbe, on each Closing Date, validly issued, fully paid and nonassessable, nonassessable and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all material respects to the description of such Offered Securities or underlying Ordinary Shares, as the case may be, contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 SecuritiesFinal Prospectus. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and Package, the Prospectus, there are no outstanding (i) securities or obligations Shareholders of the Company convertible into have no pre-emptive rights with respect to the Offered Securities or exchangeable for the underlying Ordinary Shares and none of the Offered Securities or the underlying Ordinary Shares have been or will be issued in violation of any Common Stock pre-emptive right, resale right, right of first refusal or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package, the Offered Securities to be sold by the Company, (ii) warrantswhen issued and delivered against payment therefor pursuant to this Agreement, rights or options to subscribe for or purchase from and the underlying Ordinary Shares deposited by the Company with the Depositary in respect thereof, will not be subject to any such Common Stock security interest, other encumbrance or any such convertible or exchangeable securities or obligations or (iii) obligations adverse claims. The Ordinary Shares underlying the Offered Securities to be sold by the Company may be freely deposited by the Company with the Depositary against issuance of the Offered Securities; the Offered Securities to be sold by the Company, when issued and delivered against payment therefore, will be freely transferable by the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions for the account 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 rightsseveral Underwriters.

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

Offered Securities. The Offered Securities and all outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholdersecurity holder; and the forms of certificates used to represent the Offered Securities, if any, Securities will comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with Company and any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; to the Company’s knowledge, it is in compliance with all applicable listing requirements of the NYSE, and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are and will be no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), Series A Preferred Stock or Series B Preferred Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration StatementGeneral Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the Company’s common stock, par value $0.01 per share (the “Common Stock”), conforms to the description thereof in the General Disclosure Package and the Prospectus and to Final Prospectus; the description of such the Offered Securities contained thereinwill conform to the terms of the articles supplementary setting forth the rights and preferences of the Series A Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiic) obligations of the Company to issue or sell any shares of Common Stockcapital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package and the Final Prospectus; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly issued, fully paid and nonassessable, and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such warrants, rights or options or any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin 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, issued and outstanding equity capitalization authorized share capital of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuancesand, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in upon the Registration Statementissuance and sale of the Firm Securities, the General Disclosure Package Company shall have an authorized and outstanding share capital as set forth under the Prospectus); all columns of the Capitalization table labeled “As Adjusted”. All outstanding shares of capital stock of the Company are, and, when the Offered Securities and the underlying Ordinary Shares have been delivered and paid for in accordance with this Agreement and the Deposit Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights or have waived such rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholdersecurity holder; the forms Offered Securities and the underlying Ordinary Shares to be sold by the Company, when issued and delivered against payment therefor pursuant to this Agreement, will not be subject to any security interest, other encumbrance or adverse claims, and will have been issued in compliance with all federal and state securities laws and will not be issued in violation of certificates used to represent any preemptive right, resale right, right of first refusal or similar right; upon payment of the purchase price in accordance with this Agreement at each Closing Date, the Depositary or its nominee, as the registered holder of the Ordinary Shares represented by the Offered Securities, if anywill be, comply in all material respects with all applicable statutory requirements and with any applicable requirements subject to the terms of the Organizational Documents Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company, and, Company as then in the case of the Offered Securities, with any requirements of the NYSEeffect; 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 except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no outstanding (i) securities or obligations restrictions on transfers of Ordinary Shares under the laws of the Cayman Islands or the United States, as the case may be; and the Ordinary Shares represented by the Offered Securities may be freely deposited by the Company convertible into with the Depositary or exchangeable for any Common Stock its nominee against issuance of the Company, (ii) warrants, rights or options to subscribe for or purchase from Offered Securities as contemplated by the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The 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 rightsDeposit Agreement.

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

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

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

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

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package 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 accurately and fairly presents referred to in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsSection 6.

Offered Securities. (i) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, nonassessable and will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder. (ii) The Firm Warrants and the forms Optional Warrants have been duly authorized by the Company and, upon issuance against payment of certificates used to represent the Offered Securitiesapplicable consideration set forth herein, if anywill (i) constitute valid and binding obligations of the Company, comply enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity, (ii) conform in all material respects with all applicable statutory requirements and with any applicable requirements of 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 description thereof contained 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 (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations be issued in compliance with federal and state securities laws and (iv) be free of statutory and contractual preemptive rights, rights of first refusal and similar rights. (iii) The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Firm Warrants and the Optional Warrants, and when issued by the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions upon valid exercise of the Company’s stock option, stock bonus and other stock plans or arrangements, Firm Warrants and the options or other rights granted thereunderOptional Warrants and payment of the exercise prices therein, set forth as the case may be, will be validly issued, fully paid and non-assessable, will conform in all material respects to the Registration Statement, description thereof contained in the General Disclosure Package and the Prospectus accurately Final Prospectus, will be issued in compliance with federal and fairly presents in all material respects the information required to state securities laws and will be shown with respect to such plansfree of statutory and contractual preemptive rights, arrangements, options rights of first refusal and similar rights.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock securities of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and all material respects to the description of such Offered Securities contained thereinin the General Disclosure Package and the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock shares of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock shares of the Company or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stockthe Company, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(a) hereof, the General Disclosure Package Package, the Final Prospectus 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 rightsCanadian Private Placement Memorandum.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, conform or will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Common Stock, including the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, each of the General Disclosure Package and the Final Prospectus, there are no outstanding (i) securities subscription rights, warrants, options, calls, convertible securities, commitments of sale or obligations of the Company rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable for any Common Stock of or exercisable for, the capital stock of, or other ownership interest in, the Company, (ii) warrants, except for such options or rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of as may have been granted by the Company to issue employees, directors or sell any consultants pursuant to its stock option or stock purchase plans. The outstanding shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions capital stock of the Company’s stock optionSubsidiaries have been duly authorized and validly issued, stock bonus are fully paid and other stock plans or arrangementsnonassessable and, and except for liens under the options or other rights granted thereunder, set forth Company’s Revolving Credit Agreement disclosed in the Registration Statement, each of the General Disclosure Package and Final Prospectus, are owned by the Prospectus accurately Company free and fairly presents clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in all material respects violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the information required to be shown with respect to such planscapital stock of, arrangements, options and rightsor other ownership interest in any of the Subsidiaries.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock 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 (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) or made any offer (within the meaning of the Act and the Rules and Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been waived or satisfied; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(a)(v) hereof, 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 rightsFinal 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, issued and outstanding authorized equity capitalization of the Company is as set forth will, after giving effect to the Reorganization Transactions and the other transactions described in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuancesheading “Capitalization”, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)be as set forth under such heading; all outstanding shares of capital stock of the Company arewill, after giving effect to the Reorganization Transactions, be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions 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’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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each the Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity 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 (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the base prospectus referred to be shown with respect to such plans, arrangements, options and rightsin Section 2(i)(e) hereof.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock 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 (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) or made any offer (within the meaning of the Act and the Rules and Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding ordinary shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding ordinary shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration StatementGeneral Disclosure Package, the General Disclosure Package Registration Statement and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock ordinary shares of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock ordinary shares or any such convertible or exchangeable securities or obligations obligations, or (iiiC) obligations of the Company to issue or sell any shares of Common Stockordinary shares, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin Section 2(d) hereof.

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

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, issued and outstanding authorized equity capitalization of the Company is as set forth will, after giving effect to the Reorganization Transactions and the other transactions described in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuancesheading “Capitalization”, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)be as set forth under such heading; all outstanding shares of capital stock of the Company arewill, after giving effect to the Reorganization Transactions, be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, Statement and the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) 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.used any

Offered Securities. The Offered Securities Securities, the Manager Shares and all outstanding shares of capital stock Securities, other limited liability company interests or other equity interests of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are, and, when (A) the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date and (B) the Manager Shares when issued and delivered by the Company and paid for in accordance with the Share Purchase Agreement on the First Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities and the Manager Shares) conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock Securities of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder arising by operation of law, under 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 operating agreement or other organizational documents (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; 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 except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital shares of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (iiid) obligations of the Company to issue or sell any shares of Common Stockcapital shares, any such convertible or exchangeable securities or obligationsobligation, or any such warrants, rights or options. 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 issued and outstanding shares of share capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all issued and outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, the Ordinary Shares represented by such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 SecuritiesProspectus. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are no outstanding rights (i) securities including, without limitation, preemptive rights, resale rights, rights of first refusal or obligations of the Company similar rights), warrants or options to acquire, or instruments convertible into or exchangeable for or exercisable for, any Common Stock of the Company, (ii) warrants, rights Ordinary Shares or options to subscribe for or purchase from other equity interest in the Company any such Common Stock or any such convertible of its subsidiaries or exchangeable securities variable interest entities, or obligations any contract, commitment, agreement, understanding or (iii) obligations arrangement of any kind relating to the issuance of any Ordinary Shares or other equity interest in the Company to issue or sell any shares of Common Stockits subsidiaries or variable interest entities, any such convertible or exchangeable securities or obligationsany such rights, warrants or options, which in each case are enforceable against the Company or any such warrants, rights of its subsidiaries or optionsvariable interest entities. The descriptions 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 Company’s stock option, stock bonus Underwriters; and other stock plans or arrangements, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects Prospectus, there are no restrictions on subsequent transfers of such Offered Securities under the information required to be shown with respect to such planslaws of the Cayman Islands, arrangements, options and rightsthe PRC or the United States.

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

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

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company areare validly issued, andfully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each the Closing Date, such Offered Securities will have been, been validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package Act and the Prospectus accurately Rules and fairly presents Regulations) in all material respects connection with the information required offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to be shown with respect to such plans, arrangements, options and rightsin 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options Rules and Regulations) or other rights granted thereunder, set forth in used any “prospectus” or made any offer (within the Registration Statement, meaning of the General Disclosure Package 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 accurately and fairly presents referred to in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsSection 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company Company, have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in the Registration Statementthan through any Preliminary Prospectus, the General Disclosure Package and the Final Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsor any Permitted Free Writing Prospectus.

Offered Securities. The When the Offered Securities are delivered and all outstanding shares of capital stock paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, Underlying Shares or a combination thereof, at the Company’s election, in accordance with the terms of the Company Indenture; any Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorizedauthorized and reserved for issuance upon such conversion, conform to the information in the General Disclosure Package and to the description of such Underlying Shares contained in the Final Prospectus; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, and when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities issued upon conversion any Underlying Shares will have been, be validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities or any Underlying Shares, and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, each of the General Disclosure Package and the Final Prospectus, there are no outstanding (i) securities subscription rights, warrants, options, calls, convertible securities, commitments of sale or obligations of the Company rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable for any Common Stock of or exercisable for, the capital stock of, or other ownership interest in, the Company, (ii) warrants, except for such options or rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of as may have been granted by the Company to issue employees, directors or sell any consultants pursuant to its stock option or stock purchase plans. The outstanding shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions capital stock of the Company’s stock optionSubsidiaries have been duly authorized and validly issued, stock bonus are fully paid and other stock plans or arrangementsnonassessable and, except for liens under the Company’s bank credit facility and the options or other rights granted thereunder, set forth secured notes disclosed in the Registration Statement, each of the General Disclosure Package and Final Prospectus (the Prospectus accurately “Credit Facility”), are owned by the Company free and fairly presents clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in all material respects violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the information required to be shown with respect to such planscapital stock of, arrangements, options and rightsor other ownership interest in any of the Subsidiaries.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company Company, have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Final Prospectus there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in the Registration Statementthan through any Preliminary Prospectus, the General Disclosure Package and the Final Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsor any Permitted Free Writing Prospectus.

Offered Securities. The Offered Securities and all outstanding shares of capital stock Securities or other equity interests of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive or similar rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock Securities of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securitiesincorporation, if anybylaws or other organizational documents, comply in all material respects with all applicable statutory requirements and with any applicable requirements each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; 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 except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock common stock of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock shares of common stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (iiid) obligations of the Company to issue or sell any shares of Common Stockcommon stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans Offered Securities by means of any “prospectus” or arrangements, made any offer (within the meaning of the Act and the options Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other rights granted thereunder, set forth than by the means of the preliminary prospectus supplement referred to 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 rightsSection 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders no security holder of the Company have no has any preemptive rights with respect to the Offered Securities; , and none of the outstanding shares of Common Stock capital stock of the Company have has been issued in violation of any preemptive or similar rights right of any securityholdersecurity holder; the forms of certificates used Offered Securities and the underlying Class A Ordinary Shares 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 be sold by the Company, andwhen issued and delivered against payment heretofore pursuant to this Agreement, in the case of the Offered Securitieswill not be subject to any security interest, with any requirements of the NYSE; the Securities other encumbrance or adverse claims, and will not have been registered pursuant to Section 12(b) issued in violation of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registrationpreemptive right, resale right, right of first refusal or similar right; 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 except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no outstanding (i) securities restrictions on transfers of Class A Ordinary Shares represented by the Offered Securities or obligations the Offered Securities under the laws of the Company convertible into Cayman Islands or exchangeable for any Common Stock of the CompanyUnited States or the PRC Laws and Regulations, (ii) warrants, rights or options to subscribe for or purchase from as the case may be; the Class A Ordinary Shares represented by the Offered Securities may be freely deposited by the Company any such Common Stock with the Depositary or any such convertible or exchangeable securities or obligations or (iii) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions of Offered Securities as contemplated by 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 rightsDeposit Agreement.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, are and, when the Offered Firm Securities have been delivered and paid for in accordance with this Agreement on each the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Offered Firm Securities and Optional Securities will have been, be validly issued, fully paid paid, and nonassessable, will conform to the information in the Registration StatementGeneral Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the Company’s common stock, par value $0.01 per share (the “Common Stock”), conforms to the description thereof in the General Disclosure Package and the Prospectus and to Final Prospectus; the description of such the Offered Securities contained thereinwill conform to the terms of the articles supplementary setting forth the rights and preferences of the Series B Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiic) obligations of the Company to issue or sell any shares of Common Stockcapital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationsobligation, 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 outstanding shares of capital stock Securities or other equity interests of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock Securities or other equity interests of the Company are, and, when the Offered Securities have been when issued and delivered by the Company and paid for in accordance with this Agreement on each Closing Date, such Offered Securities Date will have beenbe, validly issued, fully paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock Securities of the Company have been issued in violation of any preemptive or similar rights of any securityholder; security holder arising by operation of law, under the forms certificate of certificates used to represent the Offered Securitiesincorporation, if anybylaws or other organizational documents, comply in all material respects with all applicable statutory requirements and with any applicable requirements each as amended as of the date hereof, (collectively “Organizational Documents Documents”) of the Company, and, in the case of the Offered Securities, with under any requirements of the NYSE; the Securities have been registered pursuant agreement to Section 12(b) of the Exchange Act and which the Company has not received any notification that the Commission is contemplating terminating such registrationa party or otherwise; 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 except as disclosed in the Registration Statement, or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (ia) securities or obligations of the Company convertible into or exchangeable for any Common Stock common stock of the Company, (iib) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock shares of common stock or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (iiid) obligations of the Company to issue or sell any shares of Common Stockcommon stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans Offered Securities by means of any “prospectus” or arrangements, made any offer (within the meaning of the Act and the options Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case, other rights granted thereunder, set forth than by the means of the preliminary prospectus referred to 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 rightsSection 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of ; the Offered Securities, with any requirements of the NYSE; the Securities have been will be registered pursuant to Section 12(b) of the Exchange Act upon issuance; and the Company has not taken no action designed to, or likely to have the effect of, terminating the registration of the Offered Securities under the Exchange Act or de-listing the Offered Securities from the New York Stock Exchange, nor has the Company received any notification that the Commission or the New York Stock Exchange is contemplating terminating such registration; 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 Securitiesregistration or listing. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(a)(vi) hereof, 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of share capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding ordinary shares of capital stock of the Company are, and, when the Offered Securities have been issued, delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, be validly authorized and issued, fully paid and nonassessablenon-assessable, will and conform in all respects to the information description of such Offered Securities contained in the Registration Statement, the General Disclosure Package and the Prospectus and Final Prospectus; except as disclosed in the General Disclosure Package, 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 description issuance of such Offered Securities contained therein; the shareholders 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; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; the forms of certificates used ADSs 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 be sold by the Company, andwhen issued and delivered against payment thereof, in will be freely transferable by the case Company to or for the account of the Offered Securities, with any requirements of the NYSEUnderwriters; 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 except as disclosed in the Registration Statement, the General Disclosure Package and or the Final Prospectus, there are no outstanding (i) securities or obligations restrictions on subsequent transfers of such ADSs under the laws of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The 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 StatementCayman Islands, the General Disclosure Package and PRC or the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsUnited States.

Offered Securities. The Indenture has been duly authorized. The Offered Securities and all outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is conforms as to legal matters in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except Final Prospectus; when the Offered Securities are delivered and paid for subsequent issuances, if any, by the Underwriters pursuant to this AgreementAgreement on the First Closing Date and each Optional Closing Date, pursuant the Indenture will have been duly executed and delivered by the Company, such Offered Securities will have been duly executed, issued and delivered and will conform to reservations, agreements or employee benefit or equity incentive plans described the description thereof contained in the Registration StatementGeneral Disclosure Package, the Final Prospectus and the Indenture and such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Ordinary Shares outstanding prior to the issuance of the Ordinary Shares to be issued upon conversion of the Offered Securities have been duly authorized and are validly issued, fully paid and non-assessable; except as disclosed in the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 rights (i) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any Common Stock ordinary shares or other equity interest in the Company or any of the CompanyControlled Entities, (ii) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any ordinary shares of the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common StockControlled Entity, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, ; except as set forth in the Registration StatementIndenture, the Ordinary Shares represented by the ADSs, when issued and delivered upon conversion of the Offered Securities, will be free of any restriction upon the voting or transfer thereof, except as set forth in the Company’s constitutive documents or any agreement or other instrument to which the Company is a party. Upon issuance and delivery of the Offered Securities in accordance with this Agreement and the Indenture, the Offered Securities will be convertible at the option of the holder thereof into ADSs representing Ordinary Shares in accordance with the terms of the Offered Securities. The maximum number of Ordinary Shares issuable upon conversion of the Offered Securities have been duly authorized and, when issued upon conversion of the Offered Securities, will be validly issued, fully paid and non-assessable and will conform to the description thereof contained in the General Disclosure Package and the Prospectus accurately Final Prospectus, and fairly presents in all material respects the information required issuance of such Ordinary Shares will not be subject to be shown with respect to such plansany preemptive rights, arrangementsresale rights, options and rights of first refusal or similar rights.

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

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

Offered Securities. The Offered Securities and all other outstanding shares of share capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding common shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Final Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 NYSEFinal Prospectus; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there are no outstanding rights (i) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any Common Stock common shares or other equity interest in the Company or any of the CompanyControlled Entities, (ii) warrantsor any contract, rights commitment, agreement, understanding or options arrangement of any kind relating to subscribe for or purchase from the issuance of any common shares of the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common StockControlled Entity, any such convertible or exchangeable securities or obligations, or any such warrantsrights, rights warrants or options. The descriptions ; 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’s stock option, stock bonus when issued and other stock plans delivered against payment thereof, will be freely transferable by the Company to or arrangements, for the account of the Underwriters; and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package and Package, there are no restrictions on subsequent transfers of such ADSs under the Prospectus accurately and fairly presents in all material respects laws of the information required to be shown with respect to such plansCayman Islands, arrangements, options and rightsthe 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in as of the Registration Statement, the General Disclosure Package and the Prospectus)date thereof; all issued and outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, the ordinary shares represented by such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 SecuritiesProspectus. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are no outstanding rights (i) securities including, without limitation, preemptive rights, resale rights, rights of first refusal or obligations of the Company similar rights), warrants or options to acquire, or instruments convertible into or exchangeable for or exercisable for, any Common Stock of the Company, (ii) warrants, rights Ordinary Shares or options to subscribe for or purchase from other equity interest in the Company any such Common Stock or any such convertible of its subsidiaries or exchangeable securities VIEs, or obligations any contract, commitment, agreement, understanding or (iii) obligations arrangement of any kind relating to the issuance of any Ordinary Shares or other equity interest in the Company to issue or sell any shares of Common Stockits subsidiaries or VIEs, any such convertible or exchangeable securities or obligationsany such rights, warrants or options, which in each case are enforceable against the Company or any such warrants, rights of its subsidiaries or optionsVIEs. The descriptions 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 Company’s stock option, stock bonus Underwriters; and other stock plans or arrangements, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects Prospectus, there are no restrictions on subsequent transfers of such Offered Securities under the information required to be shown with respect to such planslaws of the Cayman Islands, arrangementsthe PRC by non-PRC resident holders, options and rightsor the United States.

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

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

Offered Securities. The When the Offered Securities are delivered and all outstanding paid for in accordance with this Agreement on the Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Indenture and the Offered Securities; assuming the Company satisfies the Share Reservation Condition (as such term is defined in the Indenture), the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities (including the maximum number of additional shares of capital stock Common Stock as may be issuable upon conversion as a result of the increase in the Conversion Rate (as such term is defined in the Indenture) in connection with a Make-Whole Fundamental Change (as such term is defined in the Indenture) and assuming (x) the Company have been satisfies the Share Reservation Condition (as such term is defined in the Indenture), (y) the Company elects, upon each conversion of the Offered Securities, to deliver solely shares of Common Stock, other than cash in lieu of any fractional shares, in settlement of each such conversion and (z) the Purchasers exercise their option to purchase the Option Securities in full) (the “Conversion Shares”) will be, upon satisfaction of the Share Reservation Condition (as such term is defined in the Indenture), duly authorizedauthorized and reserved for issuance upon such conversion and such shares, when issued upon conversion of the Offered Securities in accordance with the terms of the Indenture and the Offered Securities, will conform in all material respects to the description of the Underlying Shares contained in the General Disclosure Package and the Final Offering Memorandum; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, and when the Underlying Shares have been issued upon conversion of the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Datethe terms of the Indenture and the Offered Securities, such Offered Securities the Underlying Shares will have beenbe, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinnon-assessable; the shareholders stockholders of the Company have no preemptive rights with respect to the issuance by the Company of the Offered Securities; Securities or the Underlying Shares, and none of the outstanding shares of Common Stock capital stock of the Company have been issued by the Company in violation of any preemptive or similar rights of any securityholder; 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 Prospectus, there are no outstanding (i) securities or obligations of the Company convertible into or exchangeable for any Common Stock of the Company, (ii) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The 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 rightssecurity holder.

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

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

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and under the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)caption “Capitalization”; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform in all material respects to the information description of the Common Stock contained in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinFinal Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the issuance of the Offered SecuritiesSecurities by the Company; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(a)(iv) hereof, the General Disclosure Package and the Final Prospectus accurately and fairly presents and, in all material respects connection with the information required to be shown with respect to such plansDirected Share Program described in Section 4, arrangements, options and rightsthe 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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in under the Registration Statement, the General Disclosure Package and the Prospectus)heading “Capitalization”; all outstanding shares of capital stock of the Company arehave been, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than through the Registration StatementPreliminary Prospectus, the General Disclosure Package Final Prospectus and the any Permitted Free Writing Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights(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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform conform, in all material respects, to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and Final Prospectus, no holders of securities of the Company have rights to the description registration of such Offered Securities contained therein; securities under the shareholders Registration Statement. The stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth than the preliminary prospectus referred to in the Registration StatementSection 2(f) hereof, 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 rightsFinal Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of share capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have beenbe, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 SecuritiesProspectus. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are no outstanding rights (i) securities including, without limitation, preemptive rights), warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for or exercisable for, any Common Stock of the Company, (ii) warrants, rights Ordinary Shares or options to subscribe for or purchase from other equity interest in the Company any such Common Stock or any such convertible of its subsidiaries or exchangeable securities variable interest entities, or obligations any contract, commitment, agreement, understanding or (iii) obligations arrangement of any kind relating to the issuance of any Ordinary Shares or other equity interest in the Company to issue or sell any shares of Common Stockits subsidiaries or variable interest entities, any such convertible or exchangeable securities or obligationsany such rights, warrants or options, which in each case are enforceable against the Company or any such warrants, rights of its subsidiaries or optionsvariable interest entities. The descriptions 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 Company’s stock option, stock bonus Underwriters; and other stock plans or arrangements, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects Prospectus, there are no restrictions on subsequent transfers of such Offered Securities under the information required to be shown with respect to such planslaws of the Cayman Islands, arrangements, options and rightsthe PRC or the United States.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus)Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 Securitiessecurity holder. Except as disclosed in the Registration Statement, each of the General Disclosure Package and the Final Prospectus, there are no outstanding (i) securities subscription rights, warrants, options, calls, convertible securities, commitments of sale or obligations of the Company rights related to or entitling any person to purchase or otherwise to acquire any shares of, or any security convertible into or exchangeable for any Common Stock of or exercisable for, the capital stock of, or other ownership interest in, the Company, (ii) warrants, except for such options or rights or options to subscribe for or purchase from the Company any such Common Stock or any such convertible or exchangeable securities or obligations or (iii) obligations of as may have been granted by the Company to issue employees, directors or sell any consultants pursuant to its stock option or stock purchase plans. The outstanding shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions capital stock of the Company’s stock optionSubsidiaries have been duly authorized and validly issued, stock bonus are fully paid and other stock plans or arrangementsnonassessable and, except for liens under the Company’s bank credit facility and the options or other rights granted thereunder, set forth secured notes disclosed in the Registration Statement, each of the General Disclosure Package and Final Prospectus (the Prospectus accurately “Credit Facility”), are owned by the Company free and fairly presents clear of any mortgage, pledge, lien, encumbrance, charge or adverse claim and are not the subject of any agreement or understanding with any person and were not issued in all material respects violation of any preemptive or similar rights; and there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or instruments related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exchangeable or exercisable for, the information required to be shown with respect to such planscapital stock of, arrangements, options and rightsor other ownership interest in any of the Subsidiaries.

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

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the 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 will be as set forth in the General Disclosure Package and the Final Prospectus; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company arewill be, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Offered Securities contained thereinin the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of Common Stock capital stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 security holder of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; 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 (iA) securities or obligations of the Company convertible into or exchangeable for any Common Stock capital stock of the Company, (iiB) warrants, rights or options to subscribe for or purchase from the Company any such Common Stock capital stock or any such convertible or exchangeable securities or obligations or (iiiC) obligations of the Company to issue or sell any shares of Common Stockcapital stock, any such convertible or exchangeable securities or obligations, obligations or any such warrants, rights or options. The descriptions Company has not, directly or indirectly, offered or sold any of the Company’s stock option, stock bonus and other stock plans or arrangements, Offered Securities by means of any “prospectus” (within the meaning of the Act and the options 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 rights granted thereunder, set forth in than the Registration StatementPreliminary Prospectus, 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 rightsFinal Prospectus.

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, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Time of Sale Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all issued and outstanding shares of capital stock of the Company Ordinary Shares are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, the Class A ordinary shares represented by such Offered Securities will have beenbe, validly issued, fully paid and nonassessablenon-assessable, and will conform to the information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus and to the description of such Offered Securities contained therein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; none of the outstanding shares of Common Stock of the Company have been issued in violation of any preemptive or similar rights of any securityholder; 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 SecuritiesProspectus. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, there are no outstanding rights (i) securities including, without limitation, preemptive rights, resale rights, rights of first refusal or obligations of the Company similar rights), warrants or options to acquire, or instruments convertible into or exchangeable for or exercisable for, any Common Stock of the Company, (ii) warrants, rights Ordinary Shares or options to subscribe for or purchase from other equity interest in the Company any such Common Stock or any such convertible of its subsidiaries or exchangeable securities variable interest entities, or obligations any contract, commitment, agreement, understanding or (iii) obligations arrangement of any kind relating to the issuance of any Ordinary Shares or other equity interest in the Company to issue or sell any shares of Common Stockits subsidiaries or variable interest entities, any such convertible or exchangeable securities or obligationsany such rights, warrants or options, which in each case are enforceable against the Company or any such warrants, rights of its subsidiaries or optionsvariable interest entities. The descriptions 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 Company’s stock option, stock bonus Underwriters; and other stock plans or arrangements, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects Prospectus, there are no restrictions on subsequent transfers of such Offered Securities under the information required to be shown with respect to such planslaws of the Cayman Islands, arrangements, options and rightsthe PRC or the United States.

Offered Securities. The Offered Securities and the Offered Shares and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized, issued and outstanding authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Final Prospectus); all outstanding shares of capital stock of the Company are, are and, when the Offered Securities and the Offered Shares to be sold by the Company have been issued, delivered and paid for in accordance with this Agreement and the Deposit Agreement, as the case may be, on each Closing Date, such Offered Securities and the Offered Shares will have been, validly issued, fully paid and nonassessable, non-assessable and will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such shares and such Offered Securities and Offered Shares contained thereinin the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and the Offered Shares and none of the outstanding shares of Common Stock of the Company Company, including the Class A Ordinary Shares to be sold by the Selling Shareholder, have been issued in violation of any preemptive or similar rights of any securityholdersecurity holder; the forms of certificates used to represent Offered Securities and 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 Shares to be sold by the Company, andwhen issued and delivered against payment therefor pursuant to this Agreement, in the case of the Offered Securitieswill not be subject to any security interest, with any requirements of the NYSE; the Securities other encumbrance or adverse claims and will 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 issued in compliance with all applicable listing requirements U.S. federal (“Federal”) and state securities laws and will not have been issued in violation of any preemptive right, resale right, right of first refusal or similar right; upon payment of the NYSEpurchase price in accordance with this Agreement on each Closing Date, the Depositary or its nominee, as the registered holder of the Offered Shares, will be, subject to the terms of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum and Articles of Association of the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as then in effect; except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus and subject to the terms and provisions of the Deposit Agreement, there are no outstanding (i) securities or obligations restrictions on transfers of the Company convertible into Offered Shares or exchangeable for any Common Stock the Offered Securities under the laws of the CompanyCayman Islands, the People’s Republic of China (ii“PRC”) warrantsor the United States, rights or options to subscribe for or purchase from as the case may be; the Offered Shares may be freely deposited by the Company any such Common Stock or any such convertible the Selling Shareholder, as the case may be, with the Depositary or exchangeable securities or obligations or (iii) obligations its nominee against issuance of ADRs evidencing the Company to issue or sell any shares of Common Stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options. The descriptions of Offered Securities as contemplated by 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 rightsDeposit Agreement.