Common use of No Other Securities Clause in Contracts

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, from and after the Closing, and (d) the outstanding Equity Securities set forth in Section 3.2(i) of the Disclosure Schedule, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group Company.

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, and the Control Documents, each from and after the Closing, and (d) certain rights to purchase the Sale Shares or the Warrant Shares pursuant to this Agreement, the Series D+ Warrants or the Additional Financing, (e) the outstanding Equity Securities Securities, including any outstanding convertible notes and warrants, set forth in Section 3.2(i3.2(ii) of the Disclosure Schedule, (f) certain rights to purchase Ordinary Shares of the Company as provided under the GAC Purchase Agreement, (g) certain rights to purchase the Series D Preferred Shares pursuant to the Series D Preferred Share and Warrant Purchase Agreement, (h) certain rights to purchase the Treasury Shares of the Company, and (i) certain rights of the Company to repurchase certain Shares of the Company as provided under the Jianye Share Transfer Agreement, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided required by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing)Agreement, the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as expressly contemplated under the Transaction Documents, there are no voting trusts, shareholder agreements, proxies or similar agreements or understandings which relate to the voting or transfer of the share capital or registered capital of any Missfresh Group Company.

No Other Securities. Except for (a) the conversion privileges of the Series C+ Closing Shares to be issued under this Agreement, the Series A Preferred Shares, the Series A+ Preferred Shares, the Series B Preferred Shares, Shares and the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain the right provided in the GIC Warrant, (c) the rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, Amended M&A and the Right of First Refusal & Co-Sale Agreement, from Restated Shareholders’ Agreement and after the ClosingCooperation Documents, and (d) the outstanding Equity Securities set forth in Section 3.2(i) of the Disclosure ScheduleOrdinary Shares to be issued under Option Plan, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; , including but not limited to options, warrants, rights (2) no Equity Securities of any Missfresh Group Company are subject to any including conversion or preemptive rights, rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share, Series A Preferred Shares, Series A+ Preferred Shares, Series B Preferred Share, Series C Preferred Share or Series C+ Preferred Share, or any securities convertible into or exchangeable for Ordinary Shares, Series A Preferred Shares, Series A+ Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series C+ Preferred Shares of the Company, or to purchase or acquire from the other Group Companies any Equity Securities. All of the Company’s issued and outstanding Ordinary Shares and all the Company’s underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the SEC under the Securities Act. Except as contemplated under the Transaction Documents and except as set forth in the Private Placement Memorandum, there are no voting or similar agreements which relate to the extent provided by applicable PRC Laws) share capital or other rights to purchase such Equity Securities or registered capital of any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company. No Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group Company.

No Other Securities. Except for (a) the conversion privileges of the Series C Closing Share and the Series C Closing Share to be issued under this Agreement, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E A+ Preferred Shares and the Series E1 B Preferred Shares, (b) certain the right provided in the GIC Warrant, (c) the rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, Amended M&A and the Right of First Refusal & Co-Sale Agreement, from Restated Shareholders’ Agreement and after the ClosingCooperation Documents, and (d) the outstanding Equity Securities set forth in Section 3.2(i) of the Disclosure ScheduleOrdinary Shares to be issued under Option Plan, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; , including but not limited to options, warrants, rights (2) no Equity Securities of any Missfresh Group Company are subject to any including conversion or preemptive rights, rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share, Series A Preferred Shares, Series A+ Preferred Shares, Series B Preferred Share or Series C Preferred Share, or any securities convertible into or exchangeable for Ordinary Share, Series A Preferred Shares, Series A+ Preferred Shares, Series B Preferred Share or Series C Preferred Share of the Company, or to purchase or acquire from the other Group Companies any Equity Securities. All of the Company’s issued and outstanding Ordinary Shares and all the Company’s underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the SEC under the Securities Act. Except as contemplated under the Transaction Documents and except as set forth in the Section 2.4 of the Disclosure Schedule, there are no voting or similar agreements which relate to the extent provided by applicable PRC Laws) share capital or other rights to purchase such Equity Securities or registered capital of any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company. No Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group Company.

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, and the Control Documents, each from and after the Closing, and (d) certain rights to purchase the Sale Shares pursuant to this Agreement, (e) certain rights to purchase Equity Securities of the Company pursuant to the Series D Preferred Share and Warrant Purchase Agreement, the Series D Warrants or the Additional Financing, (f) the outstanding Equity Securities Securities, including any outstanding convertible notes and warrants, set forth in Section 3.2(i3.2(ii) of the Disclosure Schedule, (g) certain rights to purchase Shares of the Company as provided under the GAC Purchase Agreement, and (h) certain rights of the Company to repurchase certain Shares of the Company as provided under the Parantoux Repurchase Agreement, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided required by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing)Agreement, the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as expressly contemplated under the Transaction Documents, there are no voting trusts, shareholder agreements, proxies or similar agreements or understandings which relate to the voting or transfer of the share capital or registered capital of any Missfresh Group Company.

No Other Securities. Except for (ai) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Subscription Shares, (bii) certain rights provided in the Charter Documents of the Company as currently in effect, (ciii) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, Agreement and the Right of First Refusal & Co-Sale Agreement, Control Documents from and after the Closing, and (div) the outstanding Equity Securities set forth in Section 3.2(i3.2(a) of the Disclosure Schedule, (1x) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2y) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3z) no Missfresh Group Company is a party to or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group Company. There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Ordinary Share or Preferred Share, or any securities convertible into or exchangeable for Ordinary Share or Preferred Share. No share plan, share purchase, share option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, from and after the Closing, and (d) the outstanding Equity Securities set forth in Section 3.2(iPart 2.3(a), 2.3(b) or 2.3(c) of the Disclosure Schedule, (1) and except for the conversion rights associated with the Company Preferred Stock, the rights created under the Company Stockholder Agreements, and as provided by the terms of the Company Option Plan or applicable stock grant or option agreements, there are no outstanding repurchase options, forfeiture provisions or restrictions on transfer (other than restrictions on transfer imposed by virtue of applicable federal and at state securities laws). There is no: (i) outstanding subscription, option, call, convertible note, warrant or right (whether or not currently exercisable) to acquire any shares of Company Capital Stock or other securities of the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2ii) no Equity Securities outstanding security, instrument or obligation that is or by its terms may become convertible into or exchangeable for any shares of Company Capital Stock (or cash based on the value of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Lawssuch shares) or other rights securities of the Company; or (iii) Contract under which the Company is or may by its terms become obligated to purchase such Equity Securities sell or otherwise issue or repurchase, redeem or otherwise acquire any shares of Company Capital Stock or any other securities, including any promise or commitment to grant Company Options or other securities of the Company to an employee of or other service provider to the Company. Other than the Company Restricted Stock Awards, there are no restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of Company Capital Stock. No bonds, debentures, notes or other indebtedness issued by the Company (x) having the right to vote on any matters on which holders of Company Capital Stock may vote (or which is convertible into, or exchangeable for, securities having such right), or (y) the value of which is directly based upon or derived from the Company Capital Stock are issued or outstanding. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to such Equity Securities, and (3) no Missfresh Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities transfer of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital shares of any Missfresh Group CompanyCompany Capital Stock.

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, from and after the Closing, and (d) the outstanding Equity Securities set forth in Section 3.2(i) 4.4 of the Disclosure Schedule, there are not outstanding any: (1i) Capital Shares, equity interests or other equity or ownership interests of the Company or the Subsidiary; (ii) options, warrants, subscriptions, rights (including any preemptive or similar rights), calls, puts, commitments or other interests convertible into or exchangeable or exercisable for Capital Shares, equity interests or other equity or ownership interests of the Company or the Subsidiary; (iii) stock appreciation rights, phantom stock or other equity equivalents or equity-based awards, including any restricted stock units, or rights; or (iv) bonds, debentures or other Indebtedness of the Company or the Subsidiary having the right to vote or that are convertible or exchangeable for securities of the Company or any of the Subsidiary having the right to vote. All the aforesaid shares or other equity or ownership interests have been offered, sold and delivered by the Company and the Subsidiary in compliance in all material respects with all applicable Israeli and U.S. federal and state securities Laws. Except for rights granted to Buyer and Merger Sub under this Agreement, there are no and at outstanding obligations of the Closing there shall be no other authorized Company or outstanding Equity Securities of any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject the Subsidiary to any preemptive rightsissue, rights of first refusal (except sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the extent provided by applicable PRC Lawsholding, voting or disposition of, or that restrict the transfer of, the issued or unissued Capital Shares, or other equity or ownership interests of the Company or the Subsidiary. Section 4.4(b) or of the Disclosure Schedule sets forth a true, correct and complete list of all outstanding Company RSUs, Company Options and other rights to purchase or receive shares of Capital Shares granted under the Equity Incentive Plan, or otherwise (including the Company Warrants), and, for each such Company RSU, Company Option and other right, to the extent applicable, (i) the number of shares of Capital Shares subject thereto, (ii) the terms of vesting (including the extent to which it will become accelerated as a result of this Agreement or otherwise) and vested status on the Agreement Date, (iii) the grant and expiration dates, (iv) the Equity Securities or any other rights with respect Incentive Plan and form of award agreement pursuant to which such Equity Securitiesgrant was made, (v) the exercise price, if any, (vi) the name of the holder thereof, and (3vii) no Missfresh Group whether each such Company Option was granted and is a party or subject to any Contract that affects Tax pursuant to Section 3(i) of the Ordinance or relates Section 102 505026976.1 and the applicable sub-section of Section 102 or if for US taxpayers, it was meant to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except qualify as set forth an incentive stock option for Tax purposes in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any United States of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group CompanyAmerica.

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, and the Control Documents, each from and after the Closing, and (d) certain rights to purchase the Sale Shares pursuant to this Agreement, (e) certain rights to purchase Equity Securities of the Company pursuant to the Series D Preferred Share and Warrant Purchase Agreement, the Series D Warrants or the Additional Financing, (f) the outstanding Equity Securities Securities, including any outstanding convertible notes and warrants, set forth in Section 3.2(i3.2(ii) of the Disclosure Schedule, (g) certain rights to purchase Shares of the Company as provided under the ZTO Purchase Agreement and the Homeric Purchase Agreement, and (h) certain rights of the Company to repurchase certain Shares of the Company as provided under the Parantoux Repurchase Agreement, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided required by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing)Agreement, the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as expressly contemplated under the Transaction Documents, there are no voting trusts, shareholder agreements, proxies or similar agreements or understandings which relate to the voting or transfer of the share capital or registered capital of any Missfresh Group Company.

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, from and after the Closing, and (d) the outstanding Equity Securities set forth in Options or Company Warrants listed on Section 3.2(i3.2(d) of the Disclosure Schedule, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities options, warrants, calls, rights, convertible securities, commitments, subscriptions or Contracts of any Missfresh Group character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or such Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Company or such Subsidiary, or obligating the Company or such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, profit interest or other similar rights with respect to the Company or any of its Subsidiaries. There are no voting trusts, proxies, or other Contracts or understandings with respect to the voting stock of the Company; . There are no Contracts to which the Company is a party relating to the acquisition (2) no Equity Securities of any Missfresh Group Company are subject including Contracts relating to any preemptive rights, rights of first refusal or first offer or anti-dilution or pre-emptive rights) disposition (except to including co-sale rights), registration under the extent provided by applicable PRC LawsSecurities Act of 1933, as amended (the “Securities Act”), or voting (including voting trusts, proxies or “drag-along” rights) or other of any Company Capital Stock. As a result of the First Step Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to purchase acquire or receive any shares of Company Capital Stock, whether or not such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group shares of Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there Capital Stock are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group Companyoutstanding.

No Other Securities. Except No Acquired Company has ever adopted, sponsored or maintained or promised to adopt, sponsor or maintain any profits interests plan or any other plan or agreement providing for equity-related compensation to any person (a) whether payable in limited liability company interests, cash or otherwise). Other than the conversion privileges Class C Options, there are no and there have never been and no Acquired Company has ever promised any options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which any Acquired Company is a party or by which any Acquired Company is bound, obligating any Acquired Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Units, any interests in any Units or other securities of any Acquired Company or obligating any Acquired Company to grant, extend, accelerate the Series A Preferred Sharesvesting of, change the Series B Preferred Sharesprice of, otherwise amend or enter into any such options, warrants, calls, rights, convertible securities, commitments or agreements. There are no outstanding, authorized or promised unit appreciation, phantom unit, profit participation or other similar rights with respect to which any Acquired Company is obligated. There is no condition or circumstance that may give rise to or provide a basis for the Series C Preferred Sharesassertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Units or interests in Units or other securities of any Acquired Company. There are no voting trusts, proxies or other agreements or understandings with respect to the Series D1 Preferred Sharesvoting rights attached to the Units, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in other than the Charter Documents of the Company as currently in effectCompany, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, from and after the Closing, and (d) the outstanding Equity Securities set forth in Section 3.2(i) of the Disclosure Schedule, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of agreements to which any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group Acquired Company is a party or subject to any Contract that affects or relates relating to the voting registration, sale or giving transfer (including agreements relating to rights of written consents with respect tofirst refusal, co-sale rights or “drag-along” rights) of any Units. As a result of the right to cause the redemptiontransactions contemplated by this Agreement, or repurchase of, any Equity Security as of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing), Purchaser will be the Company has not granted any registration rights or information sole record and beneficial holder of all issued and outstanding Units and all rights to acquire or receive any other PersonUnits, nor is whether or not such Units are outstanding (except that Purchaser will hold the Company obliged to list, any Class B Units indirectly through its ownership of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as contemplated under the Transaction Documents, there are no voting or similar agreements which relate to the share capital or registered capital of any Missfresh Group CompanyBlocker Entities).

No Other Securities. Except for (a) the conversion privileges of the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D1 Preferred Shares, the Series E Preferred Shares and Series E1 Preferred Shares, (b) certain rights provided in the Charter Documents of the Company as currently in effect, (c) certain rights provided in the Memorandum and Articles, the Shareholders Agreement, and the Right of First Refusal & Co-Sale Agreement, and the Control Documents, each from and after the Closing, and (d) certain rights to purchase the Sale Shares or the Warrant Shares pursuant to this Agreement, the Series D Warrants or the Additional Financing, (e) the outstanding Equity Securities Securities, including any outstanding convertible notes and warrants, set forth in Section 3.2(i3.2(ii) of the Disclosure Schedule, (f) certain rights to purchase Shares of the Company as provided under the ZTO Purchase Agreement, the Homeric Purchase Agreement and the GAC Purchase Agreement, and (g) certain rights of the Company to repurchase certain Shares of the Company as provided under the Parantoux Repurchase Agreement, (1) there are no and at the Closing there shall be no other authorized or outstanding Equity Securities of any Missfresh Group Company; (2) no Equity Securities of any Missfresh Group Company are subject to any preemptive rights, rights of first refusal (except to the extent provided required by applicable PRC Laws) or other rights to purchase such Equity Securities or any other rights with respect to such Equity Securities, and (3) no Missfresh Group Company is a party or subject to any Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Missfresh Group Company. Except as set forth in the Shareholders Agreement (from and after the Closing)Agreement, the Company has not granted any registration rights or information rights to any other Person, nor is the Company obliged to list, any of the Equity Securities of any Missfresh Group Companies on any securities exchange. Except as expressly contemplated under the Transaction Documents, there are no voting trusts, shareholder agreements, proxies or similar agreements or understandings which relate to the voting or transfer of the share capital or registered capital of any Missfresh Group Company.