Common use of Insufficient Funds Clause in Contracts

Insufficient Funds. If the Corporation is prohibited by law from redeeming shares of Series A Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redemption Date, the Corporation shall (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock required to be so redeemed, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, use any funds that are legally permissible to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. At any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series A Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article Fourth.

Insufficient Funds. If the funds of the Corporation is prohibited by law from redeeming legally available for redemption of shares of the Series A Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redemption Date, the Corporation shall (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability Date are insufficient to redeem the total number of shares of the Series A Preferred Stock required on such Redemption Date, the Corporation will use its best efforts to be so redeemed, including, without limitation, (1) engage in a recapitalization or the sale of its business or businesses to the extent permissible under applicable law, reducing the stated capital generate sufficient funds to redeem all of the shares of Series Preferred Stock. The Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, shall use any those funds that which are legally permissible available to redeem the maximum possible number of such shares from ratably among the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in fullredeemed. At any time thereafter when additional funds of the Corporation are legally available to redeem such for the redemption of shares of the Series A Preferred Stock, the Corporation shall immediately use such funds will immediately be used to redeem the balance of the shares that which the Corporation became has become obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) redeemed at the Redemption Price. If any shares of the Series Preferred Stock are not redeemed for the foregoing reason or because the Corporation otherwise failed to pay or tender to pay the aggregate Redemption Price on all outstanding shares of Series Preferred Stock, together with payment all shares which have not been redeemed shall remain outstanding and entitled to all the rights and preferences provided herein, and the Corporation shall pay interest on the Redemption Price for the unredeemed portion at an aggregate per annum rate equal to the greater of any additional dividends required to be paid pursuant to Section A.6(f(i) of this Article Fourth.twelve percent

Insufficient Funds. If the Corporation Company’s assets or funds which are legally available on the date that any redemption payment under this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments to be paid at the Redemption Closing, or if the Company is otherwise prohibited by applicable law from redeeming making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law to pay all redemption payments due on such date ratably in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders of Series A Preferred Stock Preference Shares which are set forth in connection with any redemption these Articles, or are otherwise available under this Section A.6 of this Article Fourth on the applicable Redemption Datelaw, the Corporation balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock required to be so redeemed, including, without limitation, (1rights to accrue dividends) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, use any funds that are legally permissible to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all which such shares had prior to such date, until the redemption payment has been redeemed paid in fullfull with respect to such shares. At any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series TERRITORY OF THE BRITISH VIRGIN ISLANDS XXX XXX XXXXXXXX XXXXXXXXX XXX 0000 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF JA Development Co., Ltd. A Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article Fourth.COMPANY LIMITED BY SHARES

Insufficient Funds. If the funds of the Corporation is prohibited by law from redeeming legally available to redeem shares of Series A Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redemption DateDate are insufficient to redeem the total number of such shares required to be redeemed on such date, the Corporation shall (Ai) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock required to be so redeemed, including, without limitation, (1A) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing causing a revaluation of the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would to create sufficient surplus sufficient to make such redemption and (2B) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash incurring any indebtedness necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtednessredemption, and (Bii) in any event, use any funds that are legally permissible available to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. At any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series A Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) at such applicable Redemption Price to the Redemption Priceholders of Series A Preferred Stock, together Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock in accordance with payment the preferences and priorities set forth in Sections A.4(a), A.4(b), A.4(c), A.4(d) and A.4(e) above (with all shares of any additional dividends required Series E Preferred Stock to be paid pursuant redeemed prior to Section A.6(f) any other shares of this Article FourthPreferred Stock).

Insufficient Funds. If the funds of the Corporation is prohibited by law from redeeming legally available for redemption of shares of Series A Preferred Stock in connection with any redemption under this Section A.6 on a Redemption Date are insufficient to redeem all shares of this Article Fourth Preferred Stock to be redeemed on the applicable such Redemption Date, the Corporation shall (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock required to be so redeemed, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, use any those funds that which are legally permissible available to redeem the maximum possible number of such shares from ratably among the holders of such shares to be redeemed based upon the relative aggregate amounts to which such holders are entitled in proportion to the respective number of connection with such shares that otherwise would have been redeemed if redemption, all such redeemed shares had been redeemed to be cancelled in fullaccordance with the foregoing. At any time thereafter when additional funds of the Corporation are legally available to redeem such for the redemption of shares of Series A Preferred Stock, the Corporation shall immediately use such funds will immediately be used to redeem the balance of the shares that which the Corporation became has become obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) redeemed at the Series F Redemption Price or the applicable Junior Preferred Redemption Price, as applicable, together with payment any accrued interest thereon as provided below. If any shares of any additional dividends required Preferred Stock are not redeemed for the foregoing reason or because the Corporation otherwise failed to pay or tender to pay the aggregate applicable Redemption Price on all outstanding shares of Preferred Stock to be paid pursuant redeemed, all such shares which have not been redeemed shall remain outstanding and entitled to Section A.6(fall the rights and preferences provided herein, and the Corporation, after the final and binding determination in subsection (e) below, shall pay interest on the Series F Redemption Price or the applicable Junior Preferred Redemption Price, as applicable, for the unredeemed portion at an aggregate per annum rate equal to twelve percent (12%), which rate shall increase every twelve (12) months thereafter by an additional one percent (1%) per annum to a maximum of this Article Fourthtwenty percent (20%) per annum or the maximum rate of interest permitted under applicable law, whichever is less.

Insufficient Funds. If the funds of the Corporation is prohibited by law from redeeming legally available to redeem shares of Series A Redeemable Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redeemable Redemption DateDate are insufficient to redeem the total number of such shares required to be redeemed on such date, the Corporation shall (Ai) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Redeemable Preferred Stock required to be so redeemed, including, without limitation, (1A) to the extent permissible under applicable law, reducing the stated paid in capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2B) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash incurring any indebtedness necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtednessredemption, and (Bii) in any event, use any funds that are legally permissible available to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. At any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series A Redeemable Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became has become obligated to redeem on the applicable Redeemable Redemption Date (but which it has not yet redeemed) at the Redeemable Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article Fourth.

Insufficient Funds. If Any redemption of the Corporation is prohibited by law from redeeming shares Preferred Shares pursuant to this SECTION 6 shall be payable out of Series A Preferred Stock any cash legally available therefor, provided, however, that, other than in connection with any respect of a redemption under this Section A.6 of this Article Fourth on pursuant to SECTION 6(b) (which the applicable Redemption Date, the Corporation shall (A) take any action necessary or appropriate, Company may only effectuate to the extent it has sufficient cash legally available therefor), if there is not a sufficient amount of cash legally available to pay the Redemption Price in full in cash, then the Company may pay that portion of the Redemption Price with respect to which it does not have cash legally available therefor out of the remaining assets of the Company legally available therefor (valued at the fair market value thereof on the date of payment, as reasonably within its controldetermined in good faith by the Board). If the Company anticipates not having sufficient cash legally available for a redemption pursuant to SECTION 6(a) or SECTION 6(c), the redemption notice delivered to remove promptly any impediments to its ability to redeem Holders shall so specify, and indicate the total number nature of shares of Series A Preferred Stock required the other assets expected to be so redeemeddistributed and the fair market value of the same as reasonably determined by the Board as aforesaid. At the time of any redemption pursuant to this SECTION 6, the Company shall take all actions required or permitted under Delaware law to permit the redemption of the Preferred Shares, including, without limitation, through the revaluation of its assets in accordance with Delaware law, to make cash funds (1) and to the extent permissible under applicable lawcash funds are insufficient, reducing the stated capital of the Corporation or revaluing the assets of the Corporation other assets) legally available for such redemption. In connection with any redemption pursuant to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemptionSECTION 6(c), borrowing the cash necessary to make such redemption to the extent it would not cause a breachthat Holders elect to have their Preferred Shares redeemed and the Company has insufficient funds to redeem such Preferred Shares (after taking into account the amount of any repurchase obligations the Company has or expects to have under the Senior Notes (or any other Debt ranking senior to the Series A Preferred Stock), with Senior Securities or without noticeany Parity Securities resulting from the same facts and circumstances as the Change of Control hereunder), lapse of time or both under any then-outstanding indebtedness, and (B) in any event, the Company shall use any available funds that are legally permissible to redeem the maximum possible number a portion of such shares from the holders of such shares to be redeemed Preferred Shares and Parity Securities (if any are being redeemed) ratably in proportion to the full respective number of such shares amounts to which they are entitled; provided, however, that otherwise would have been redeemed if all such shares had been redeemed in full. At the failure for any time thereafter when additional funds of the Corporation are legally available reason to redeem such shares of Series A all Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends Shares required to be paid pursuant to Section A.6(fredeemed under SECTION 6(c) of this Article Fourthwhen required shall constitute a Specified Breach Event.

Insufficient Funds. If Except to the Corporation is extent prohibited by law from redeeming shares of Series A Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redemption Datelaw, the Corporation shall use its best efforts to effect the redemption of the applicable shares of Redeemable Preferred on the Redeemable Preferred Redemption Date, including, without limitation, (Ai) take any action necessary or appropriate, to the extent lawful and reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Redeemable Preferred Stock required to be so redeemed, including, without limitation, (1A) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing causing a revaluation of the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if to create sufficient surplus to make such revaluation would create surplus sufficient redemption, (B) raising equity financing necessary to make such redemption and (2C) if modifying any existing indebtedness of the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash or incurring any indebtedness necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtednessredemption, and (Bii) in any event, use any funds that are legally permissible available to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. At In the event that all such shares are not redeemed on the applicable Redeemable Preferred Redemption Date, the Corporation shall continue to use such best efforts and at any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series A Preferred StockRedeemable Preferred, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redeemable Preferred Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article Fourth).

Insufficient Funds. If the funds of the Corporation is prohibited by law from redeeming legally available for redemption of shares of Series A Convertible Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redemption Date, the Corporation shall (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability Date are insufficient to redeem the total number of shares of Series A Convertible Preferred Stock required to be so redeemedStock, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, shall use any those funds that which are legally permissible available to redeem the maximum possible number of such shares from ratably among the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in fullredeemed. At any time thereafter when additional funds of the Corporation are legally available to redeem such for the redemption of shares of Series A Convertible Preferred Stock, the Corporation shall immediately use such funds will immediately be used to redeem the balance of the shares that which the Corporation became has become obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) redeemed at the Redemption Price, Price together with payment any accrued interest thereon as provided below. If any shares of any additional dividends required Convertible Preferred Stock are not redeemed because the Corporation failed to be paid pursuant pay or tender to Section A.6(fpay the aggregate Redemption Price on all outstanding shares of Convertible Preferred Stock, all shares which have not been redeemed shall remain outstanding and entitled to all the rights and preferences provided herein, and the Corporation shall pay interest on the unpaid portion of the Redemption Price for the unredeemed portion at a per annum rate equal to twenty percent (20%) or the maximum rate of this Article Fourthinterest permitted under applicable law, whichever is less.

Insufficient Funds. If Except to the Corporation is extent prohibited by law from redeeming shares of Series A Preferred Stock in connection with any redemption under this Section A.6 of this Article Fourth on the applicable Redemption Datelaw, the Corporation shall use its best efforts to effect the redemption of the applicable shares of Convertible Common on the Convertible Common Redemption Date, including, without limitation, (Ai) take any action necessary or appropriate, to the extent lawful and reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock Convertible Common required to be so redeemed, including, without limitation, (1A) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing causing a revaluation of the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if to create sufficient surplus to make such revaluation would create surplus sufficient redemption, (B) raising equity financing necessary to make such redemption and (2C) if modifying any existing indebtedness of the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash or incurring any indebtedness necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtednessredemption, and (Bii) in any event, use any funds that are legally permissible available to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all such shares had been redeemed in full. At In the event that all such shares are not redeemed on the applicable Convertible Common Redemption Date, the Corporation shall continue to use such best efforts and at any time thereafter when additional funds of the Corporation are legally available to redeem such shares of Series A Preferred StockConvertible Common, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Convertible Common Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article Fourth).

Insufficient Funds. If the Corporation Company’s assets or funds which are legally available on the date that any redemption payment under this Section 7.1 or 7.2 is due are insufficient to pay in full all redemption payments to be paid at either the Senior Redemption Closing or the Series A Redemption Closing, as applicable, or if the Company is otherwise prohibited by applicable law from redeeming making such redemption, those assets or funds which are legally available shall be used to the extent permitted by applicable law to pay all redemption payments due on such date ratably in proportion to the full amounts to which the holders to which such redemption payments are due would otherwise be respectively entitled thereon. Thereafter, all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due. Without limiting any rights of the holders of Series A-1 Senior Preferred Shares or the Series A Preferred Stock Shares, as applicable, which are set forth in connection with any redemption the Shareholders Agreement or the Articles, or are otherwise available under this Section A.6 of this Article Fourth on the applicable Redemption Datelaw, the Corporation balance of any shares subject to redemption hereunder with respect to which the Company has become obligated to pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock required to be so redeemed, including, without limitation, (1rights to accrue dividends) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, use any funds that are legally permissible to redeem the maximum possible number of such shares from the holders of such shares to be redeemed in proportion to the respective number of such shares that otherwise would have been redeemed if all which such shares had prior to such date, until the redemption payment has been redeemed paid in full. At any time thereafter when additional funds of the Corporation are legally available full with respect to redeem such shares of Series A Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article Fourthshares.

Insufficient Funds. If the funds of the Corporation is prohibited by law from redeeming legally available for redemption of shares of Series A Preferred Stock in connection with any redemption under this Section A.6 on a Redemption Date are insufficient to redeem all shares of this Article Fourth Preferred Stock to be redeemed on the applicable such Redemption Date, the Corporation shall (A) take any action necessary or appropriate, to the extent reasonably within its control, to remove promptly any impediments to its ability to redeem the total number of shares of Series A Preferred Stock required to be so redeemed, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, use any those funds that which are legally permissible available to redeem the maximum possible number of such shares from ratably among the holders of such shares to be redeemed based upon the relative aggregate amounts to which such holders are entitled in proportion to the respective number of connection with such shares that otherwise would have been redeemed if redemption, all such redeemed shares had been redeemed to be cancelled in fullaccordance with the foregoing. At any time thereafter when additional funds of the Corporation are legally available to redeem such for the redemption of shares of Series A Preferred Stock, the Corporation shall immediately use such funds will immediately be used to redeem the balance of the shares that which the Corporation became has become obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) redeemed at the applicable Redemption Price, Price together with payment any accrued interest thereon as provided below. If any shares of any additional dividends required Preferred Stock are not redeemed for the foregoing reason or because the Corporation otherwise failed to pay or tender to pay the aggregate applicable Redemption Price on all outstanding shares of Preferred Stock to be paid pursuant redeemed, all such shares which have not been redeemed shall remain outstanding and entitled to Section A.6(fall the rights and preferences provided herein, and the Corporation, after the final and binding determination in subsection (e) below, shall pay interest on the applicable Redemption Price for the unredeemed portion at an aggregate per annum rate equal to twelve percent (12%), which rate shall increase every twelve (12) months thereafter by an additional one percent (1%) per annum to a maximum of this Article Fourthtwenty percent (20%) per annum or the maximum rate of interest permitted under applicable law, whichever is less.

Insufficient Funds. If the Corporation is prohibited by law from redeeming shares Company and/or the Founders fail (for whatever reason) to redeem any Preferred Shares within six (6) months after the expiration of Series A Preferred Stock in connection with the Redemption Period, without prejudice to any redemption under this Section A.6 other rights and remedies that the Redeeming Shareholder(s) may have and without relieving the Company or the Founder of this Article Fourth on the applicable Redemption Date, the Corporation shall (A) take any action necessary or appropriate, to the extent reasonably within of its control, to remove promptly any impediments to its ability obligations to redeem the total number Preferred Shares, the Redeeming Shareholder(s) who holds Series D Preferred Shares and whose Preferred Shares remain not redeemed shall be entitled to require the Company, the BVI Company and the Founders to effect, and the Company, the BVI Company and the Founders shall be obligated to effect the liquidation of shares the Company. All proceeds generated therefrom shall be distributed in accordance with Section 7.1 below and Section 129 of Series A the Restated Articles. If the Company and/or any Founder does not have sufficient cash or funds legally available to redeem all of the Preferred Stock Shares required to be so redeemedredeemed at any Redemption Closing, including, without limitation, (1) to the extent permissible under applicable law, reducing the stated capital of the Corporation those assets or revaluing the assets of the Corporation to their fair market values under Section 154 of the Delaware General Corporation Law if such revaluation would create surplus sufficient to make such redemption and (2) if the Corporation has sufficient surplus to effect the redemption but insufficient cash to effect the redemption, borrowing the cash necessary to make such redemption to the extent it would not cause a breach, with or without notice, lapse of time or both under any then-outstanding indebtedness, and (B) in any event, use any funds that which are legally permissible available shall be applied to redeem the maximum possible number of such shares from Preferred Shares which can be legally redeemed on a pro rata basis among the holders applicable Redeeming Shareholders thereof and payment of such shares to be redeemed the relevant Redemption Price payable in proportion respect thereof. With respect to the respective number of remaining Preferred Shares not redeemed due to insufficient legal funds, such shares that otherwise would have been redeemed if Preferred Shares shall remain outstanding, and the Redeeming Shareholders holding such redeeming Preferred Shares shall remain entitled to all the rights, preferences and privileges provided in this Agreement, until such shares had been redeemed in full. At any time thereafter when additional as the Company or the Founder has sufficient legal funds of the Corporation are legally available to redeem such shares of Series A Preferred Stock, the Corporation shall immediately use such funds to redeem the balance of the shares that the Corporation became obligated to redeem on the applicable Redemption Date (but which it has not yet redeemed) at the Redemption Price, together with payment of any additional dividends required to be paid pursuant to Section A.6(f) of this Article FourthShares.