Common use of Redemption by the Company Clause in Contracts

Redemption by the Company. Except as set forth in this Section 8(a), the Company shall not have the right to call or redeem at any time all or any shares of Series C Preferred Stock. Shares of Series C Preferred Stock may be redeemed by the Company, at any time (subject to the terms and conditions of this Certificate of Designation), in whole or in part out of funds lawfully available therefore. The price per share price for any redemption pursuant to this Section 8 shall be equal to $12.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (collectively, with respect to a holder, the “Applicable Redemption Price”, and with respect to each share of Series C Preferred Stock held by such holder, the “Applicable Redemption Price Per Share”), provided that any shares of the Series C-2 Preferred Stock may be redeemed by the Company within 90 days of the issuance thereof for a price equal to $11.00 per share, (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. For the avoidance of doubt, in the event of any proposed redemption by the Company pursuant to this Section 8(a), the Company shall provide the holders of the Series C Preferred Stock with the notice required pursuant to Section 5(a) and permit such holders to convert such Series C Preferred Stock (or a portion thereof) for a minimum period of forty-five (45) days from the date that the Company gives such notice.

Redemption by the Company. Except (a) Notwithstanding anything to the contrary herein or in the Restated Articles, at any time after the earlier of (i) the fourth anniversary of the Closing Date (as set forth defined in the Share Purchase Agreement) (if the Company has not consummated a Qualified IPO), (ii) if there is any change of laws or policy with respect to the validity of the Transaction Documents (as defined in the Share Purchase Agreement), (iii) if there is any change of laws or policy which makes the Group Companies unable to carry on its Business (as defined in the Share Purchase Agreement) as now conducted and as proposed to be conducted, (iv) any material breach by the Group Companies and/or the holders of Ordinary Shares of any representations, warranties or covenants of the Transaction Documents (as defined in the Share Purchase Agreement), or (v) the Company’s receipt of the request from any holder of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares to redeem any of the Series Seed-A Preferred Shares or Series Seed-B Preferred Shares or Series Seed-C Preferred Shares or Series A-1 Preferred Shares pursuant to this Section 8(a6 (the “Series A-2 Redemption Start Date”), then subject to the applicable laws of the Cayman Islands and, if so requested by the Series A-2 Investor, the Company shall not have the right to call or redeem at any time all or any shares part of the outstanding Series C A-2 Preferred Stock. Shares of Series C Preferred Stock may be redeemed by the Company, at any time (subject to the terms and conditions of this Certificate of Designation), in whole or in part cash out of funds lawfully legally available thereforetherefor (the “Series A-2 Redemption”). The Subject to any appropriate adjustment for share split, combination, recapitalization or similar event, the price per share price for any redemption pursuant to this Section 8 at which each Series A-2 Preferred Share shall be equal to $12.50 per share redeemed (subject to appropriate adjustment the “Series A-2 Redemption Price”) shall be the number calculated based on the following formula: IP ╳ (1 + 8 %) N + D, where IP = Series A-2 Preferred Share Issue Price (as defined in the event Restated Articles); N = a fraction the numerator of any stock dividend, stock split, combination or other similar recapitalization affecting which is the number of calendar days between (i) the issuance date of Series A-2 Preferred Shares, and (ii) the relevant Redemption Date on which such shares issued Series A-2 Preferred Share is redeemed and outstanding), plus the amount denominator of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends which is 365; D = all declared but unpaid thereon (collectively, with respect dividends on each Series A-2 Preferred Share up to a holder, the “Applicable Redemption Price”, and with respect to each share of Series C Preferred Stock held by such holder, the “Applicable Redemption Price Per Share”), provided that any shares of the Series C-2 Preferred Stock may be redeemed by the Company within 90 days of the issuance thereof for a price equal to $11.00 per share, (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. For the avoidance of doubt, in the event of any proposed redemption by the Company pursuant to this Section 8(a), the Company shall provide the holders of the Series C Preferred Stock with the notice required pursuant to Section 5(a) and permit such holders to convert such Series C Preferred Stock (or a portion thereof) for a minimum period of forty-five (45) days from the date that the Company gives such notice.of redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations or mergers;

Redemption by the Company. Except as set forth in this Section 8(a), the Company shall not have the right to call or redeem at any time all or any shares of Series C Preferred Stock. Shares of Series C Preferred Stock may be redeemed by the Company, at any time (subject to the terms and conditions of this Certificate of Designation), in whole or in part out of funds lawfully available therefore. The price per share price for any redemption pursuant to this Section 8 shall be equal to $12.50 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (collectively, with respect to a holder, the “Applicable Redemption Price”, and with respect to each share of Series C Preferred Stock held by such holder, the “Applicable Redemption Price Per Share”), provided that any shares of the Series C-2 Preferred Stock may be redeemed by the Company within 90 days of the issuance thereof for a price equal to $11.00 per share, (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the number of such shares issued and outstanding), plus the amount of aggregate dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon. For the avoidance of doubt, in the event of any proposed redemption by the Company pursuant to this Section 8(a), the Company shall provide the holders of the Series C Preferred Stock with the notice required pursuant to Section 5(a) and permit such holders to convert such Series C Preferred Stock (or a portion thereof) for a minimum period of forty-five (45) days from the date that the Company gives such notice.