Common use of Ownership of Company Securities Clause in Contracts

Ownership of Company Securities. The Principal Parties, jointly and severally, represent and warrant to each Investor on the date hereof that: (i) ‎SCHEDULE A hereto sets forth a true, correct and complete list of (a) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Securities”), and (b) the Encumbrances the Principal Securities or any direct or indirect interest in the Principal Securities is subject to; (ii) other than the Principal Securities, as of the date of this Agreement, the Principal and the Principal Entities do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iii) other than as specifically set forth on ‎SCHEDULE A hereto, the Principal and/or the Principal Entities are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Securities); (a) the Principal and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding Company, in each case free and clear of any Encumbrance; (b) all of the beneficiaries of the Trust are the Principal or his children, parents, spouse or other direct Relatives; (c) the Principal is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (d) the Principal Holding Company is the sole record and Beneficial Owner of 40,809,861 Class B Ordinary Shares and all right, title and interest therein, free and clear of any Encumbrance except as specified in on ‎SCHEDULE A; and (e) the Principal does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (v) except as set forth on ‎SCHEDULE A hereto, the Principal Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Securities (other than this Agreement), and the Principal and the Principal Entities have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Securities (other than this Agreement); and (vi) except as set forth on ‎SCHEDULE A hereto, the Principal and the Principal Entities are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership of the Principal Securities.

Ownership of Company Securities. The Principal Parties, jointly and severally, represent and warrant to each Investor on the date hereof that: (i) ‎SCHEDULE Schedule A hereto sets forth a true, correct and complete list of (a) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Securities”), and (b) the Encumbrances the Principal Securities or any direct or indirect interest in the Principal Securities is subject to; (ii) other than the Principal Securities, as of the date of this Agreement, the Principal and the Principal Entities do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iii) other than as specifically set forth on ‎SCHEDULE Schedule A hereto, the Principal and/or the Principal Entities are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Securities); (a) the Principal and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding Company, in each case free and clear of any Encumbrance; (b) all of the beneficiaries of the Trust are the Principal or his children, parents, spouse or other direct Relatives; (c) the Principal is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (d) the Principal Holding Company is the sole record and Beneficial Owner of 40,809,861 Class B Ordinary Shares and all right, title and interest therein, free and clear of any Encumbrance except as specified in on ‎SCHEDULE Schedule A; and (e) the Principal does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (v) except as set forth on ‎SCHEDULE Schedule A hereto, the Principal Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Securities (other than this Agreement), and the Principal and the Principal Entities have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Securities (other than this Agreement); and (vi) except as set forth on ‎SCHEDULE Schedule A hereto, the Principal and the Principal Entities are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership of the Principal Securities.

Ownership of Company Securities. The Principal Founder Parties, jointly and severally, represent and warrant to each Investor on the date hereof that: (ia) ‎SCHEDULE A Schedule C hereto sets forth a true, correct and complete list of (ai) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal Founder or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Founder Securities”), and (bii) the Encumbrances the Principal Founder Securities or any direct or indirect interest in the Principal Founder Securities is subject to; (iib) other than the Principal Founder Securities, as of the date of this Agreement, the Principal Founder and the Principal Founder Entities do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iiic) other than as specifically set forth on ‎SCHEDULE A Schedule C hereto, the Principal Founder and/or the Principal Founder Entities are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Founder Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Founder Securities); (ai) the Principal Founder and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding CompanyXxx Xxx, in each case free and clear of any Encumbrance; (bii) all of the beneficiaries of the Trust are the Principal Founder or his children, parents, spouse or other direct Relativesrelatives; (ciii) the Principal Founder is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (div) other than the Principal Holding Company pledge by the Founder of all shares of Gao Li to a third party lender, the Founder is the sole record and Beneficial Owner beneficial owner of 40,809,861 Class B Ordinary Shares all share capital and other securities of Gao Li and all right, title and interest therein, free and clear of any Encumbrance except Encumbrance; (v) Xxx Xxx is the sole record and beneficial owner of 40,809,861 Class B Ordinary Shares (the “Xxx Xxx Shares”) and all right, title and interest therein, free and clear of any Encumbrance; (vi) Gao Li is the sole record and beneficial owner of 17,276,410 Class A Ordinary Shares (the “Gao Li Shares”) and all right, title and interest therein, free and clear of any Encumbrance, other than the pledge by Gao Li of the Gao Li Shares as specified set forth in on ‎SCHEDULE ASchedule C hereto; (vii) [***]; and (eviii) the Principal Founder does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of Kingkey Global or BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (ve) except as set forth on ‎SCHEDULE A Schedule C hereto, the Principal Founder Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Founder Securities (other than this Agreement), and the Principal Founder and the Principal Founder Entities have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Founder Securities (other than this Agreement); and (vif) except as set forth on ‎SCHEDULE A Schedule C hereto, the Principal Founder and the Principal Founder Entities are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership beneficial ownership of the Principal Founder Securities.

Ownership of Company Securities. The Principal Parties, jointly and severally, represent and warrant to each Investor on the date hereof that: (i) ‎SCHEDULE SCHEDULE A hereto sets forth a true, correct and complete list of (a) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Securities”), and (b) the Encumbrances the Principal Securities or any direct or indirect interest in the Principal Securities is subject to; (ii) other than the Principal Securities, as of the date of this Agreement, the Principal and the Principal Entities do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iii) other than as specifically set forth on ‎SCHEDULE SCHEDULE A hereto, the Principal and/or the Principal Entities are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Securities); (a) the Principal and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding Company, in each case free and clear of any Encumbrance; (b) all of the beneficiaries of the Trust are the Principal or his children, parents, spouse or other direct Relatives; (c) the Principal is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (d) the Principal Holding Company is the sole record and Beneficial Owner of 40,809,861 Class B Ordinary Shares and all right, title and interest therein, free and clear of any Encumbrance except as specified in on ‎SCHEDULE SCHEDULE A; and (e) the Principal does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (v) except as set forth on ‎SCHEDULE SCHEDULE A hereto, the Principal Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Securities (other than this Agreement), and the Principal and the Principal Entities have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Securities (other than this Agreement); and (vi) except as set forth on ‎SCHEDULE SCHEDULE A hereto, the Principal and the Principal Entities are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership of the Principal Securities.

Ownership of Company Securities. The Principal Parties, jointly Founder represents and severally, represent and warrant warrants to each Investor Purchaser on the date hereof and as of the Closing Date that: (ia) ‎SCHEDULE A Schedule 3 hereto sets forth a true, correct and complete list of (ai) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal Founder or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Founder Securities”), and (bii) the Encumbrances the Principal Founder Securities or any direct or indirect interest interests in the Principal Founder Securities is are subject to; (iib) other than the Principal Founder Securities, as of the date of this Agreement, the Principal Founder and the Principal Entities his Affiliates do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iiic) other than as specifically set forth on ‎SCHEDULE A Schedule 3 hereto, the Principal Founder and/or the Principal Entities his Affiliates are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Founder Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Founder Securities); (ai) the Principal Founder and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding CompanyXxx Xxx, in each case free and clear of any Encumbrance; (bii) all of the beneficiaries of the Trust are the Principal Founder or his children, parents, spouse or other direct Relativesrelatives; (ciii) the Principal Founder is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (div) other than the Principal Holding Company pledge by the Founder of all shares of Gao Li to a third party lender, the Founder is the sole record and Beneficial Owner beneficial owner of 40,809,861 Class B Ordinary Shares all share capital and other securities of Gao Li and all right, title and interest therein, free and clear of any Encumbrance except Encumbrance; (v) Xxx Xxx is the sole record and beneficial owner of 40,809,861 Class B Ordinary Shares (the “Xxx Xxx Shares”) and all right, title and interest therein, free and clear of any Encumbrance; (vi) Gao Li is the sole record and beneficial owner of 17,276,410 Class A Ordinary Shares (the “Gao Li Shares”) and all right, title and interest therein, free and clear of any Encumbrance, other than the pledge by Gao Li of the Gao Li Shares as specified set forth in on ‎SCHEDULE Aschedule C to the Investors’ Rights Agreement; (vii) Xxx Xxx does not have, and other than (x) the pledge by Gao Li of the Gao Li Shares as set forth in schedule C to the Investors’ Rights Agreement, and (y) Gao Li’s payment obligations under that certain share transfer agreement, dated as of September 14, 2017, by and between Bertelsmann Asia Investments AG and Gao Li in an aggregate amount of no more than US$3.4 million, Gao Li does not have, any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; and (eviii) the Principal Founder does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of Kingkey Global or BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (ve) except as set forth on ‎SCHEDULE A Schedule 3 hereto, the Principal Founder Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Founder Securities (other than this the Investors’ Rights Agreement), and the Principal Founder and the Principal Entities his Affiliates have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Founder Securities (other than this the Investors’ Rights Agreement); and (vif) except as set forth on ‎SCHEDULE A Schedule 3 hereto, the Principal Founder and the Principal Entities his Affiliates are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership beneficial ownership of the Principal Founder Securities.

Ownership of Company Securities. The Principal Founder Parties, jointly and severally, represent and warrant to each Investor on the date hereof that: (ia) ‎SCHEDULE A Schedule C hereto sets forth a true, correct and complete list of (ai) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal Founder or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Founder Securities”), and (bii) the Encumbrances the Principal Founder Securities or any direct or indirect interest in the Principal Founder Securities is subject to; (iib) other than the Principal Founder Securities, as of the date of this Agreement, the Principal Founder and the Principal Founder Entities do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iiic) other than as specifically set forth on ‎SCHEDULE A Schedule C hereto, the Principal Founder and/or the Principal Founder Entities are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Founder Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Founder Securities); (ai) the Principal Founder and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding CompanyXxx Xxx, in each case free and clear of any Encumbrance; (bii) all of the beneficiaries of the Trust are the Principal Founder or his children, parents, spouse or other direct Relativesrelatives; (ciii) the Principal Founder is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (div) other than the Principal Holding Company pledge by the Founder of all shares of Gao Li to a third party lender, the Founder is the sole record and Beneficial Owner beneficial owner of 40,809,861 Class B Ordinary Shares all share capital and other securities of Gao Li and all right, title and interest therein, free and clear of any Encumbrance except Encumbrance; (v) Xxx Xxx is the sole record and beneficial owner of 40,809,861 Class B Ordinary Shares (the “Xxx Xxx Shares”) and all right, title and interest therein, free and clear of any Encumbrance; (vi) Gao Li is the sole record and beneficial owner of 17,276,410 Class A Ordinary Shares (the “Gao Li Shares”) and all right, title and interest therein, free and clear of any Encumbrance, other than the pledge by Gao Li of the Gao Li Shares as specified set forth in on ‎SCHEDULE ASchedule C hereto; (vii) [*]; and (eviii) the Principal Founder does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of Kingkey Global or BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (ve) except as set forth on ‎SCHEDULE A Schedule C hereto, the Principal Founder Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Founder Securities (other than this Agreement), and the Principal Founder and the Principal Founder Entities have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Founder Securities (other than this Agreement); and (vif) except as set forth on ‎SCHEDULE A Schedule C hereto, the Principal Founder and the Principal Founder Entities are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership beneficial ownership of the Principal Founder Securities.

Ownership of Company Securities. The Principal Parties, jointly and severally, represent and warrant to each Investor on the date hereof that: (i) ‎SCHEDULE A SCHEDULE hereto sets forth a true, correct and complete list of (a) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Securities”), and (b) the Encumbrances the Principal Securities or any direct or indirect interest in the Principal Securities is subject to; (ii) other than the Principal Securities, as of the date of this Agreement, the Principal and the Principal Entities do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iii) other than as specifically set forth on ‎SCHEDULE A SCHEDULE hereto, the Principal and/or the Principal Entities are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Securities); (a) the Principal and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding Company, in each case free and clear of any Encumbrance; (b) all of the beneficiaries of the Trust are the Principal or his children, parents, spouse or other direct Relativesrelatives; (c) the Principal is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (d) the Principal Holding Company is the sole record and Beneficial Owner of 40,809,861 Class B Ordinary Shares and all right, title and interest therein, free and clear of any Encumbrance except as specified in on ‎SCHEDULE ASCHEDULE ; and (e) the Principal does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (v) except as set forth on ‎SCHEDULE A SCHEDULE hereto, the Principal Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Securities (other than this Agreement), and the Principal and the Principal Entities have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Securities (other than this Agreement); and (vi) except as set forth on ‎SCHEDULE A SCHEDULE hereto, the Principal and the Principal Entities are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership of the Principal Securities.

Ownership of Company Securities. The Principal Parties, jointly Founder represents and severally, represent and warrant warrants to each Investor Purchaser on the date hereof and as of the Closing Date that: (ia) ‎SCHEDULE A Schedule 3 hereto sets forth a true, correct and complete list of (ai) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal Founder or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Founder Securities”), and (bii) the Encumbrances the Principal Founder Securities or any direct or indirect interest interests in the Principal Founder Securities is are subject to; (iib) other than the Principal Founder Securities, as of the date of this Agreement, the Principal Founder and the Principal Entities his Affiliates do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities); (iiic) other than as specifically set forth on ‎SCHEDULE A Schedule 3 hereto, the Principal Founder and/or the Principal Entities his Affiliates are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Founder Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Founder Securities); (ai) the Principal Founder and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding CompanyXxx Xxx, in each case free and clear of any Encumbrance; (bii) all of the beneficiaries of the Trust are the Principal Founder or his children, parents, spouse or other direct Relativesrelatives; (ciii) the Principal Founder is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (div) other than the Principal Holding Company pledge by the Founder of all shares of Gao Li to a third party lender, the Founder is the sole record and Beneficial Owner beneficial owner of 40,809,861 Class B Ordinary Shares all share capital and other securities of Gao Li and all right, title and interest therein, free and clear of any Encumbrance except Encumbrance; (v) Xxx Xxx is the sole record and beneficial owner of 40,809,861 Class B Ordinary Shares (the “Xxx Xxx Shares”) and all right, title and interest therein, free and clear of any Encumbrance; (vi) Gao Li is the sole record and beneficial owner of 17,276,410 Class A Ordinary Shares (the “Gao Li Shares”) and all right, title and interest therein, free and clear of any Encumbrance, other than the pledge by Gao Li of the Gao Li Shares as specified set forth in on ‎SCHEDULE Aschedule C to the Investors’ Rights Agreement; (vii) [***]; and (eviii) the Principal Founder does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of Kingkey Global or BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; (ve) except as set forth on ‎SCHEDULE A Schedule 3 hereto, the Principal Founder Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Principal Founder Securities (other than this the Investors’ Rights Agreement), and the Principal Founder and the Principal Entities his Affiliates have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Founder Securities (other than this the Investors’ Rights Agreement); and (vif) except as set forth on ‎SCHEDULE A Schedule 3 hereto, the Principal Founder and the Principal Entities his Affiliates are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership beneficial ownership of the Principal Founder Securities.