Common use of Conditions to the Purchaser’s Obligations to Effect the Closing Clause in Contracts

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i2.1(e), Section 2.1(f) and Section 2.1(g) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, except that the Purchaser has received exemption from such governmental authority of competent jurisdiction in connection therewith, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering (the “Underwriting Agreement”) shall have been entered into and have become effective. The underwriters shall have purchased, immediately prior to the purchase of the Purchased Shares by the Purchaser hereunder, the Firm Shares (as defined in the Underwriting Agreement) at the Offer Price (less any underwriting discounts or commissions). (v) The gross proceeds to the Company raised in its initial public offering, including gross proceeds from the Offering and concurrent private placements, shall be no less than US$300 million; (vi) The Purchaser has obtained the applicable governmental approval, filing and/or registration in connection with outbound direct investment and the related foreign exchange registration with competent bank for the transaction contemplated hereunder (collectively, the “ODI Approvals”).

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct accurate in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the NASDAQ Global Market subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or, if qualified by materiality or Material Adverse Effect, true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the its Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyPurchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyPurchaser. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects respect on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) The Purchaser shall have received: (1) the Cayman Islands legal opinion on the valid issue and allotment of the Purchased Shares as contemplated hereunder in accordance with this Agreement and the Amended and Restated Memorandum and Articles of Association of the Company; (2) certificate of good standing and certificate of incumbency of the Company (which should be dated no earlier than five (5) Business Days before the Closing Date). (iv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs Without limiting the generality of Section 1.3(a)(iv) above with respect to actions of governmental authorities, there shall have been listed on Nasdaq subject to official notice of issuancebe no actual Legal Proceeding by a third party as defined in and contemplated by Section 3.4(a). (vi) The underwriting agreement relating to the Offering There shall have been entered into no (a) material adverse effect on the legality, validity or enforceability of this Agreement and the other Transaction Documents, (b) material adverse effect on the business, affairs, prospects, operations, properties, assets or condition (financial or otherwise) of the Group Companies (as defined below), except for any matter disclosed in the SEC Documents (as defined below) relevant to the Existing Debts (as defined below), or (c) material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement and the other Transaction Documents (any of (a), (b) or (c), a “Material Adverse Effect”). (vii) The Company shall have become effectivedelivered to the Purchaser a certificate, dated the Closing Date, signed by the Chief Executive Officer of the Company certifying that the conditions specified in this Sections 1.3(a)(i) to (a)(vi) have been fulfilled and the wire transfer instructions containing the information of the Special Account for the Purchaser’s payment of the Aggregate Purchase Price.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective. (vii) The Company shall have delivered to the Purchaser documents certifying the satisfaction of each of subsections (i), (iv), (v) and (vi).

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement Note at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (ia) All corporate and other actions required to be taken by the Company in connection with the execution and performance of this Agreement and the issuance, sale and delivery of the Purchased Shares Note shall have been completed.; and the Company shall have delivered a copy of its board resolutions and/or the shareholder resolutions (as applicable) approving the execution and performance of this Agreement and the issuance, sale and delivery of the Note; (iib) The representations and warranties of the Company to the Purchaser contained in Section 2.1 Article 3 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); , and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iiic) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.; (ivd) The Offering Company and the Purchaser shall have beenentered into a registration rights agreement in form and substance satisfactory to the Purchaser (the "Registration Rights Agreement"); (e) The Purchaser shall have completed its legal, or shall concurrently with financial, management, technology and business due diligence investigation of the Group Companies to its satisfaction; and (f) The Purchaser has received legal opinions issued by the U.S. counsel to the Group Company, dated the Closing beDate, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating in form and substance satisfactory to the Offering shall have been entered into and have become effectivePurchaser.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the each Purchaser to purchase and pay for such Purchaser’s Note at the Purchased Shares as contemplated by this Agreement Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the written consent of such Purchaser in its sole and absolute discretion: (ia) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares Notes shall have been completed.; (iib) The representations and warranties of the Company to the Purchaser Purchasers contained in Section 2.1 Article 3 of this Agreement other than the Fundamental Company Representations shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and (without regard to any limitation or qualification as to materiality or by “Material Adverse Effect” included therein) as of the Closing Date (except and the Fundamental Company Representations and the representations and warranties contained in Section 2.1(i) of the Founder shall be have been true and correct in all respects on the date of this Agreement and as of the Closing Date); , and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date.; (iiic) No governmental authority Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyPurchasers; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority Governmental Entity of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserPurchasers, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial Purchasers; and (d) The Purchasers shall have received a legal opinion dated as of the Closing Date in relation a form acceptable to the CompanyMajor Purchasers from the legal adviser to the Company as to the laws of the Cayman Islands. (ive) The Offering shall No event, occurrence, development or state of circumstances that has or could reasonably be expected to have been, or shall concurrently with the Closing be, completeda Material Adverse Effect has occurred. (vf) The ADSs No event, occurrence, development or state of circumstances that would constitute an Event of Default (as defined in the Note) shall have occurred. (g) If such Purchaser is a Major Purchaser, the Investors’ Rights Agreement (the “Investors’ Rights Agreement”) substantially in the form of Exhibit B hereto shall have been listed on Nasdaq subject to official notice of issuanceduly executed and delivered by the parties thereto (other than such Major Purchaser). (vih) The underwriting agreement relating to If such Purchaser is a Major Purchaser, the Offering composition of the Board shall have been entered into in compliance with section 2.1 of the Investors’ Rights Agreement. (i) If such Purchaser is a Major Purchaser, the Company shall have adopted an approval matrix providing for the allocation of the approval authorities and responsibilities between the Board and the management members of the Company (the “Approval Matrix”) in compliance with section 2.3(a) of the Investors’ Rights Agreement. (j) If such Purchaser is a Major Purchaser, the Board shall have established an executive committee of the Board in compliance with section 2.3(b) of the Investors’ Rights Agreement. (k) The other Purchasers shall have substantially concurrently paid and delivered their respective Principal Amounts to the Joint Account in accordance with Section 2.3. (l) If such Purchaser is a Major Purchaser, Xxx Xxx shall have duly executed and delivered an equity mortgage over shares in favor of the Major Purchasers creating a first priority security interest over the Xxx Xxx Shares as security for, among other things, the Founder Parties’ obligations under the Investors’ Rights Agreement, in form and substance satisfactory to the Major Purchasers. (m) The Company shall have (i) caused one designee of the Company (the “Company Designee”) and one designee of the Major Purchasers (the “Purchaser Designee”) to become effectivejoint signatories of the Joint Account and (ii) provided all necessary consents and authorizations, completed all necessary procedures and taken all such other necessary actions with respect to the Joint Account, in each case to the satisfaction of the Major Purchasers, such that the bank with which the Joint Account is opened will not permit any disbursement from such account without the joint signatures of both the Company Designee and the Purchaser Designee. (n) If such Purchaser is a Major Purchaser, the Company shall have duly executed and delivered to the Major Purchasers an indemnification agreement in form attached hereto as Exhibit C between the Company and each of the Investor Directors and the two (2) independent Directors nominated by the Major Purchasers pursuant to section 2.1(a)(vi) of the Investors’ Rights Agreement.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i2.1(e), Section 2.1(f) and Section 2.1(g) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering (the “Underwriting Agreement”) shall have been entered into and have become effective. The underwriters shall have purchased, immediately prior to the purchase of the Purchased Shares by the Purchaser hereunder, the Firm Shares (as defined in the Underwriting Agreement) at the Offer Price (less any underwriting discounts or commissions).

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares and any other transactions contemplated by the Transaction Documents shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except (i) except any representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date and (ii) the representations and warranties contained in Section 2.1(d), Section 2.1(e), Section 2.1(f), Section 2.1(h) and Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document with respect to the Purchaser that are substantial in relation to the CompanyPurchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document with respect to the Purchaser that are substantial in relation to the CompanyPurchaser. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering (the “Underwriting Agreement”) shall have been entered into and have become effective and not been terminated. The underwriters shall have purchased, immediately prior to the purchase of the Purchased Shares by the Purchaser hereunder, the Firm Shares (as defined in the Underwriting Agreement) at the Offer Price (less any underwriting discounts or commissions). The ADSs shall have been approved for listing on the Nasdaq Stock Market and trading in the ADSs shall not have been suspended or materially limited by the SEC or the Nasdaq Stock Market. (v) The Nominating and Support Agreement shall have been executed and delivered by the Purchaser, the Company and the Founders. (vi) The cooperation agreement between Renault s.a.s. and the Company shall have been entered into and have become effective. (vii) [Reserved]. (viii) The Post-IPO M&AA (as defined below) will have become effective and contain the provisions materially similar to the provisions set forth in Exhibit B hereto; provided that any modification to the provisions set forth in Exhibit B hereto contained in the Post-IPO M&AA does not affect the Purchaser’s rights or the Founders’ obligations under the Nominating and Support Agreement.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares Securities as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the relevant Purchased Shares Securities hereunder and any other Transactions shall have been completedcompleted (including the receipt of all approvals, consents, and waivers necessary for the consummation of the Transactions). (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or, if qualified by materiality or Material Adverse Effect (as defined below), true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement Transactions with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement Transactions with respect to the Purchaser that are substantial in relation to the CompanyPurchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement Transactions with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement Transactions with respect to the Purchaser that are substantial in relation to the CompanyPurchaser. (iv) The Offering From and after the date hereof, there shall not have been, or shall concurrently with the Closing be, completedoccurred a Material Adverse Effect. (v) The ADSs No suspension by Nasdaq of the qualification of the Ordinary Shares for offering or sale or trading, or initiation or threatening of any proceedings by Nasdaq for any of such purposes, shall have been listed on Nasdaq subject to official notice of issuanceoccurred. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser a counterpart signature page of the Registration Rights Agreement duly executed by the Company. (vii) The Company shall have been entered into delivered to the Purchaser a certificate, dated as of the Closing Date and have become effectivesigned by its Chief Executive Officer and its Chief Financial Officer, certifying to the fulfillment of the conditions specified in this Section 1.3(a). (viii) The Company shall cause to be delivered to the Purchaser a legal opinion of each of Xxxxxx LLP and Ogier, U.S. and Cayman legal counsel to the Company, respectively, in form and substance reasonably satisfactory to the Purchaser. (ix) The Company shall cause to be delivered to the Purchaser (i) the Purchased Shares as set forth in Section 1.2(b) and (ii) a PDF copy of the Purchased Warrant, duly executed by the Company and registered in the name of the Purchaser, with the original Purchased Warrant delivered within five (5) Business days of the Closing Date.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuancethe New York Stock Exchange. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by (x) the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement (other than the Company Fundamental Warranties), without giving effect to any “Material Adverse Effect” or materiality qualification contained therein, shall have been be true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except to the representations extent any such representation and warranties contained warranty expressly relates to an earlier date, in Section 2.1(iwhich case it shall be so true and correct as of such earlier date), except for any inaccuracies or omissions that would not have a Material Adverse Effect; and (y) the Company Fundamental Warranties shall be true and correct in all respects on and as of the Closing DateDate (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it shall be so true and correct as of such earlier date); and ; (ii) the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations all covenants contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iii) No no governmental authority of competent jurisdiction shall have have, after the date hereof, enacted, issued, promulgated, promulgated or enforced or entered any law (whether temporary, preliminary or permanent) that is then in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened jurisdiction, after the date hereof, that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.; (iv) The the Offering shall have been, or shall concurrently with the Closing be, completed.; (v) The the ADSs shall have been listed on the Nasdaq subject to official notice of issuance.; and (vi) The the underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed.completed in all material aspects; (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality, true and correct in all respects) on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects as though made on and as of the Closing Date); and the Company shall have performed and complied with, in all material respects with allaspects, and not be in breach or default in any material respects under any, all agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed.; (viv) The ADSs shall have been listed on Nasdaq subject to official notice of issuance.the New York Stock Exchange; (viv) The underwriting agreement relating to the Offering shall have been entered into and have become effective; and (vi) The gross proceeds, without deducting the underwriting discounts and commissions and the estimated offering expenses payable by the Company, of the Offering, assuming the underwriters will exercise the over-allotment options in full and including the proceeds from all concurrent private placements including pursuant to this Agreement, shall not be less than US$2 billion.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on the Nasdaq Stock Market subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the such Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of such Purchaser’s Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the such Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and (disregarding all materiality and Material Adverse Effect qualifications therein) true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i2.1(b), (c), (e) and (i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the such Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the such Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the such Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the such Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the each Purchaser to purchase and pay for the Purchased Shares its Pre-Funded Warrants as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the such Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares Pre-Funded Warrants hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects respect on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date.. ​ (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the NASDAQ Global Market (“Nasdaq”) subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its his sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 2.2 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement Note at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (ia) All corporate and other actions required to be taken by the Company in connection with the execution and performance of this Agreement and the issuance, sale and delivery of the Purchased Shares Note shall have been completed.; and the Company shall have delivered a copy of its board resolutions and/or the shareholder resolutions (as applicable) approving the execution and performance of this Agreement and the issuance, sale and delivery of the Note; (iib) The representations and warranties of the Company to the Purchaser contained in Section 2.1 Article 3 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); , and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iiic) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.; (ivd) The Offering Company and the Purchaser shall have beenentered into a registration rights agreement in form and substance satisfactory to the Purchaser (the “Registration Rights Agreement”); (e) The Purchaser shall have completed its legal, or shall concurrently with financial, management, technology and business due diligence investigation of the Group Companies to its satisfaction; and (f) The Purchaser has received legal opinions issued by the U.S. counsel to the Group Company, dated the Closing beDate, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating in form and substance satisfactory to the Offering shall have been entered into and have become effectivePurchaser.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect (as defined below), true and correct in all respects) on and as of the Closing Date as though made on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i2.1 (i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. There shall have been no event, occurrence, development or state of circumstances or facts that could have a Material Adverse Effect. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction or threatened any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuancethe New York Stock Exchange or Nasdaq. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective. (vii) The Purchaser shall have received a certificate signed by an executive officer of the Company, certifying the fulfillment of the conditions set forth in above items (i) – (iii) and the below item (viii). (viii) Each Preferred Share shall have been or shall concurrently with the Closing be converted into one Ordinary Share, and the Company shall have no outstanding preferred shares. The post-IPO memorandum of association and articles of association of the Company and any agreement between the Company and any of its shareholders or between any founders (or their affiliates) of the Company and any of the Company’s other shareholders shall not contain any provisions with respect to any of the following or any other provisions with similar effect: (1) Any restrictions on any transfer, sale or other disposal of any equity securities of the Company by the Purchaser (other than the Lock-up Agreement and the existing restrictions under article 139 of the thirteenth amended and restated articles of association of the Company adopted on July 17, 2018). (2) Any put/call option, redemption or repurchase right, valuation adjustment, performance or return guarantee, anti-dilution, liquidation preference, preferred or special dividend or distribution or other similar rights granted to or otherwise enjoyed by any holder of the Company’s shares or other equity securities that are not granted to the Purchaser upon the Closing. (3) Any preemptive right, right of participation, right to purchase or acquire, right of first offer, co-sale right, right of first refusal, tag-along right, drag-along right or other similar rights granted to or otherwise enjoyed by any holder of the Company’s shares (having an economic interest and voting power in the Company, immediately following the Closing, that are less than those of the Purchaser immediately following the Closing), that are not granted to the Purchaser upon the Closing.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.. (iii) The Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iiiiv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (ivv) The Offering shall have been, or shall concurrently with the Closing be, completed. (vvi) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vivii) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or, to the extent representations and warranties are qualified by materiality or Material Adverse Effect, in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement. (iv) The Registration Statement shall have been declared effective by the SEC, the Registration Statement shall remain effective, no stop order shall have been issued by the SEC against the Registration Statement and the Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on the Nasdaq Stock Market subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering Since the date hereof, no event or series of events shall have been, occurred that has had or shall concurrently with the Closing be, completedwould reasonably be expected to have a Material Adverse Effect. (v) The ADSs listing and trading of the Ordinary Shares on the Nasdaq Capital Market shall not have been suspended, by the SEC or the Nasdaq Capital Market from trading thereon, nor shall any suspension by the SEC or the Nasdaq Capital Market have been threatened, either (A) in writing by the SEC or the Nasdaq Capital Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Capital Market (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods); and the Company shall have been listed on submitted with The Nasdaq subject to official notice Stock Market, LLC a Notification Form: Listing of issuanceAdditional Shares for the listing of the Purchased Shares. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser and the Placement Agent the opinion of Sxxxxxx Xxxx, Slate, Mxxxxxx & Fxxx LLP, dated as of the Closing Date, which such opinion shall include a valid private placement opinion, in customary form and substance to be reasonably agreed upon with the Purchaser and the Placement Agent and addressing such legal matters as the Purchaser, the Placement Agent and the Company reasonably agree. (vii) An authorized officer of the Company shall have delivered to the Purchaser at the Closing Date a certificate certifying that the conditions specified in Sections 1.3(a)(i), (ii), (iii), (iv) and (v) of this Agreement have been entered into and have become effectivefulfilled.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the each Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of the following conditions, any of which may only be waived in writing by the such Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering Since the date hereof, no event or series of events shall have been, occurred that has had or shall concurrently with the Closing be, completedwould reasonably be expected to have a Material Adverse Effect. (v) The ADSs listing and trading of the Ordinary Shares on the Nasdaq Capital Market shall not have been suspended, by the SEC or the Nasdaq Capital Market from trading thereon, nor shall any suspension by the SEC or the Nasdaq Capital Market have been threatened, either (A) in writing by the SEC or the Nasdaq Capital Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Capital Market (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods); and the Company shall have been listed on submitted with The Nasdaq subject to official notice Stock Market, LLC a Notification Form: Listing of issuanceAdditional Shares for the listing of the Purchased Shares. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser and the Placement Agent the opinion of Sxxxxxx Xxxx, Slate, Mxxxxxx & Fxxx LLP, dated as of the Closing Date, which such opinion shall include a valid private placement opinion, in customary form and substance to be reasonably agreed upon with the Purchaser and the Placement Agent and addressing such legal matters as the Purchaser, the Placement Agent and the Company reasonably agree. (vii) An authorized officer of the Company shall have delivered to the Purchaser at the Closing Date a certificate certifying that the conditions specified in Sections 1.3(a)(i), (ii), (iii), (iv) and (v) of this Agreement have been entered into and have become effectivefulfilled.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuanceallotment, issuance and sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) The Registration Rights Agreement between the Company and the Purchaser substantially in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), shall have been executed and delivered by the Company to the Purchaser. (ii) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (iiiii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iiiiv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (ivv) The Offering shall have been, or shall concurrently with the Closing be, completed. (vvi) The ADSs shall have been listed on Nasdaq the NASDAQ subject to official notice of issuance. (vivii) The underwriting agreement relating to the Offering shall have been entered into and have become effective. (viii) The Company shall have provided to the Purchaser a legal opinion of Cayman Islands counsel to the Company dated as of the Closing Date and in a form reasonably satisfactory to the Purchaser.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company... (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Ordinary Shares and the Warrant as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Ordinary Shares and the Warrant hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering Since the date hereof, no event or series of events shall have been, occurred that has had or shall concurrently with the Closing be, completedwould reasonably be expected to have a Material Adverse Effect. (v) The ADSs listing and trading of the Ordinary Shares on the Nasdaq Capital Market shall not have been suspended, by the SEC or the Nasdaq Capital Market from trading thereon, nor shall any suspension by the SEC or the Nasdaq Capital Market have been threatened, either (A) in writing by the SEC or the Nasdaq Capital Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Capital Market (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods); and the Company shall have been listed on submitted with The Nasdaq subject to official notice Stock Market, LLC a Notification Form: Listing of issuanceAdditional Shares for the listing of the Purchased Ordinary Shares and the Warrant Shares. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser and the Placement Agent the opinion of Sxxxxxx Xxxx, Slate, Mxxxxxx & Fxxx LLP, dated as of the Closing Date, which such opinion shall include a valid private placement opinion, in customary form and substance to be reasonably agreed upon with the Purchaser and the Placement Agent and addressing such legal matters as the Purchaser, the Placement Agent and the Company reasonably agree. (vii) An authorized officer of the Company shall have delivered to the Purchaser at the Closing Date a certificate certifying that the conditions specified in Sections 1.3(a)(i), (ii), (iii), (iv) and (v) of this Agreement have been entered into and have become effectivefulfilled.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by (x) the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement (other than the Company Fundamental Warranties), without giving effect to any “Material Adverse Effect” or materiality qualification contained therein, shall have been be true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except to the representations extent any such representation and warranties contained warranty expressly relates to an earlier date, in Section 2.1(iwhich case it shall be so true and correct as of such earlier date), except for any inaccuracies or omissions that would not have a Material Adverse Effect; and (y) the Company Fundamental Warranties shall be true and correct in all respects on and as of the Closing DateDate (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it shall be so true and correct as of such earlier date); and ; (ii) the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations all covenants contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iii) No no governmental authority of competent jurisdiction shall have have, after the date hereof, enacted, issued, promulgated, promulgated or enforced or entered any law (whether temporary, preliminary or permanent) that is then in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened jurisdiction, after the date hereof, that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect Agreement; (iv) all corporate and other actions (including the obtaining of all necessary approval and consent) required to be taken by the Purchaser, or imposes any damages or penalties Company in connection with the transactions contemplated by this Agreement with respect to issue and sale of the Purchaser that are substantial in relation to the Company.Purchased Shares shall have been completed; (ivv) The the Offering shall have been, or shall concurrently with the Closing be, completed.; (vvi) The the ADSs shall have been listed on the Nasdaq subject to official notice of issuance.; and (vivii) The the underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the NASDAQ subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares hereunder shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) The Registration Rights Agreement shall have been executed and delivered by the Company to the Purchaser. (ii) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (iiiii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except unless such representation or warranty by its term speaks of a specified date, in which case the representations and warranties contained in Section 2.1(i) shall accuracy of such representation or warranty will be true and correct in all respects on and as of the Closing Datedetermined with respect to such date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iiiiv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares Securities as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the relevant Purchased Shares Securities hereunder and any other Transactions shall have been completedcompleted (including the receipt of all approvals, consents, and waivers necessary for the consummation of the Transactions). (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or, if qualified by materiality or Material Adverse Effect (as defined below), true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement Transactions with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement Transactions with respect to the Purchaser that are substantial in relation to the CompanyPurchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement Transactions with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement Transactions with respect to the Purchaser that are substantial in relation to the CompanyPurchaser. (iv) The Offering From and after the date hereof, there shall not have been, or shall concurrently with the Closing be, completedoccurred a Material Adverse Effect. (v) The ADSs No suspension by Nasdaq of the qualification of the Ordinary Shares for offering or sale or trading, or initiation or threatening of any proceedings by Nasdaq for any of such purposes, shall have been listed on Nasdaq subject to official notice of issuanceoccurred. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser a counterpart signature page of the Registration Rights Agreement duly executed by the Company. (vii) The Company shall have been entered into delivered to the Purchaser a certificate, dated as of the Closing Date and have become effectivesigned by its Chief Executive Officer and its Chief Financial Officer, certifying to the fulfillment of the conditions specified in this Section 1.3(a). (viii) The Company shall cause to be delivered to the Purchaser a legal opinion of each of Cxxxxx LLP and Ogier, U.S. and Cayman legal counsel to the Company, respectively, in form and substance reasonably satisfactory to the Purchaser. (ix) The Company shall cause to be delivered to the Purchaser (i) the Purchased Shares as set forth in Section 1.2(b) and (ii) a PDF copy of the Purchased Warrant, duly executed by the Company and registered in the name of the Purchaser, with the original Purchased Warrant delivered within five (5) Business days of the Closing Date.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the each Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of the following conditions, any of which may only be waived in writing by the such Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering Since the date hereof, no event or series of events shall have been, occurred that has had or shall concurrently with the Closing be, completedwould reasonably be expected to have a Material Adverse Effect. (v) The ADSs listing and trading of the Ordinary Shares on the Nasdaq Capital Market shall not have been suspended, by the SEC or the Nasdaq Capital Market from trading thereon, nor shall any suspension by the SEC or the Nasdaq Capital Market have been threatened, either (A) in writing by the SEC or the Nasdaq Capital Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Capital Market (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods); and the Company shall have been listed on submitted with The Nasdaq subject to official notice Stock Market, LLC a Notification Form: Listing of issuanceAdditional Shares for the listing of the Purchased Shares. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser and the Placement Agent the opinion of Xxxxxxx Xxxx, Slate, Xxxxxxx & Xxxx LLP, dated as of the Closing Date, which such opinion shall include a valid private placement opinion, in customary form and substance to be reasonably agreed upon with the Purchaser and the Placement Agent and addressing such legal matters as the Purchaser, the Placement Agent and the Company reasonably agree. (vii) An authorized officer of the Company shall have delivered to the Purchaser at the Closing Date a certificate certifying that the conditions specified in Sections 1.3(a)(i), (ii), (iii), (iv) and (v) of this Agreement have been entered into and have become effectivefulfilled.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, been successfully completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuancethe NASDAQ Stock Market. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement Note at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (ia) All corporate and other actions required to be taken by the Company in connection with the execution and performance of this Agreement and the issuance, sale and delivery of the Purchased Shares Note shall have been completed.; and the Company shall have delivered a copy of its board resolutions and/or the shareholder resolutions (as applicable) approving the execution and performance of this Agreement and the issuance, sale and delivery of the Note; (iib) The representations and warranties of the Company to the Purchaser contained in Section 2.1 Article 3 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); , and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iiic) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.; (ivd) The Offering shall have beenbeen completed, or shall concurrently with the ADSs are listed on the Nasdaq Global Select Market and commenced trading, Nasdaq has not suspended the trading of the ADSs and the Company is not the subject of any securities litigation; and (e) The Purchaser has received legal opinions issued by the Hong Kong and Cayman Islands counsel to the Group Company, each dated the Closing beDate, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating in form and substance satisfactory to the Offering shall have been entered into and have become effectivePurchaser.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement Note at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (ia) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares Note shall have been completed.; (iib) The representations and warranties of the Company to the Purchaser contained in Section 2.1 Article 3 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); , and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iiic) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyPurchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser; and (d) Legal opinions dated as of the Closing Date and addressed to each of the Purchaser that are substantial and the Placing Agent, in relation each case in a form acceptable to the CompanyPurchaser and the Placing Agent, from (i) legal adviser to the Company as to the laws of Hong Kong; (ii) Xxxxxx and Xxxxxx (Hong Kong) LLP, the legal adviser to the Company as to the laws of the Cayman Islands; and (iii) Commerce & Finance Law Offices, the legal adviser to the Placing Agent as to the laws of the PRC. (ive) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All all corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares shall have been completed. (ii) The (x) the representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been be true and correct in all material aspects on respects as of the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except to the representations extent any such representation and warranties contained warranty expressly relates to an earlier date, in Section 2.1(i) which case it shall be so true and correct in all respects on and as of the Closing Datesuch earlier date); and ; (iii) the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations all covenants contained in this Agreement that are required to be performed or complied with on or before the Closing Date.; (iiiiv) No no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, promulgated or enforced or entered any law (whether temporary, preliminary or permanent) that is then in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company.Agreement; (ivv) The the Offering shall have been, or shall concurrently with the Closing be, completed.; (vvi) The the ADSs shall have been listed on the Nasdaq subject to official notice of issuance.(as defined below); and (vivii) The the underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 2.2 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the each Purchaser to purchase and pay for the Purchased Ordinary Shares and the Warrant as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, Date of the following conditions, any of which may only be waived in writing by the such Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, issuance and sale and delivery of the Purchased Ordinary Shares and the Warrant hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaseror any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any other Transaction Document that are substantial in relation to the Company. (iv) The Offering Since the date hereof, no event or series of events shall have been, occurred that has had or shall concurrently with the Closing be, completedwould reasonably be expected to have a Material Adverse Effect. (v) The ADSs listing and trading of the Ordinary Shares on the Nasdaq Capital Market shall not have been suspended, by the SEC or the Nasdaq Capital Market from trading thereon, nor shall any suspension by the SEC or the Nasdaq Capital Market have been threatened, either (A) in writing by the SEC or the Nasdaq Capital Market or (B) by falling below the minimum listing maintenance requirements of the Nasdaq Capital Market (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods); and the Company shall have been listed on submitted with The Nasdaq subject to official notice Stock Market, LLC a Notification Form: Listing of issuanceAdditional Shares for the listing of the Purchased Ordinary Shares and the Warrant Shares. (vi) The underwriting agreement relating Company shall have delivered to the Offering Purchaser and the Placement Agent the opinion of Sxxxxxx Xxxx, Slate, Mxxxxxx & Fxxx LLP, dated as of the Closing Date, which such opinion shall include a valid private placement opinion, in customary form and substance to be reasonably agreed upon with the Purchaser and the Placement Agent and addressing such legal matters as the Purchaser, the Placement Agent and the Company reasonably agree. (vii) An authorized officer of the Company shall have delivered to the Purchaser at the Closing Date a certificate certifying that the conditions specified in Sections 1.3(a)(i), (ii), (iii), (iv) and (v) of this Agreement have been entered into and have become effectivefulfilled.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i2.1(e), Section 2.1(f) and Section 2.1(g) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) . The underwriting agreement relating to the Offering (the “Underwriting Agreement”) shall have been entered into and have become effective. The underwriters shall have purchased, immediately prior to the purchase of the Purchased Shares by the Purchaser hereunder, the Firm Shares (as defined in the Underwriting Agreement) at the Offer Price (less any underwriting discounts or commissions). (v) The Purchaser shall have obtained all necessary approvals or permits from relevant authorities in accordance with the applicable laws, rules and regulations.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct accurate in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on the New York Stock Exchange or Nasdaq Stock Market subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) The Registration Rights Agreement shall have been executed and delivered by the Company to the Purchaser. (ii) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (iiiii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except unless such representation or warranty by its term speaks ​ ​ of a specified date, in which case the representations and warranties contained in Section 2.1(i) shall accuracy of such representation or warranty will be true and correct in all respects on and as of the Closing Datedetermined with respect to such date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iiiiv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyAgreement. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except the representations and warranties contained in Section 2.1(i) shall be true and correct in all respects on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyPurchaser; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the CompanyPurchaser. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the NASDAQ Global Market subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the its Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. (ii) The representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been true and correct in all material aspects on the date of this Agreement and true and correct in all material respects on and as of the Closing Date Date, except (except x) the representations and warranties contained in Section 2.1(a) to Section 2.1(g) and Section 2.1(i), and (y) the representations and warranties that are qualified by “material”, “Material Adverse Effect” or words of similar import, shall be true and correct in all respects on the date of this Agreement and on and as of the Closing Date); and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date. (iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the PurchaserAgreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. (iv) The Offering shall have been, or shall concurrently with the Closing be, completed. (v) The ADSs shall have been listed on Nasdaq the New York Stock Exchange subject to official notice of issuance. (vi) The underwriting agreement relating to the Offering shall have been entered into and have become effective. (vii) The Offer Price will be no greater than US$7.25 per Ordinary Share (or US$14.50 per ADS assuming one ADS represents two Ordinary Shares) and the Company will not issue more than 12,903,000 Ordinary Shares (represented by 6,451,500 ADSs assuming one ADS represents two Ordinary Shares) in the Offering (assuming full exercise of the underwriters’ over-allotment option).